<PAGE>

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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           Dated as of March 20, 1998

                                      Among

                           DAIN RAUSCHER CORPORATION,

                         U.S. BANK NATIONAL ASSOCIATION,
                             as a Bank and as Agent,

                                       and

                NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION and
                THE CHASE MANHATTAN BANK, as Banks and Co-Agents,
                            and THE BANK OF NEW YORK,
                                    as a Bank




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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS............................................1
   Section 1.1  DEFINED TERMS.........................................................1
   Section 1.2  ACCOUNTING TERMS AND CALCULATIONS.....................................8
   Section 1.3  COMPUTATION OF TIME PERIODS...........................................8
   Section 1.4  OTHER DEFINITIONAL TERMS..............................................8


ARTICLE II TERMS OF LENDING...........................................................9
   Section 2.1  THE LOANS.............................................................9
      (a)  REVOLVING LOANS............................................................9
      (b)  SWING LINE LOANS...........................................................9
      (c)  TERM LOANS.................................................................9
   Section 2.2  ADVANCE OPTIONS.......................................................9
   Section 2.3  BORROWING PROCEDURES.................................................10
      (a)  REQUEST BY BORROWER.......................................................10
      (b)  FUNDING OF AGENT..........................................................10
   Section 2.4  CONTINUATION OR CONVERSION OF LOANS..................................11
   Section 2.5  THE NOTES............................................................11
      (a)  REVOLVING NOTES...........................................................11
      (b)  SWING LINE NOTE...........................................................12
      (c)  TERM NOTES................................................................12
   Section 2.6  FUNDING LOSSES.......................................................12
   Section 2.7  REFUNDING OF SWING LINE LOANS........................................13
   Section 2.8  LETTERS OF CREDIT....................................................14
   Section 2.9  EXTENSION OF THE TERMINATION DATE....................................18
   Section 2.10 USE OF PROCEEDS......................................................19


ARTICLE III INTEREST AND FEES........................................................19
   Section 3.1  INTEREST.............................................................19
      (a)  EURODOLLAR ADVANCES.......................................................19
      (b)  FEDERAL FUNDS RATE ADVANCES...............................................20
      (c)  INTEREST AFTER MATURITY...................................................20
   Section 3.2  FACILITY FEES........................................................20
   Section 3.3  COMPUTATION..........................................................21
   Section 3.4  PAYMENT DATES........................................................21

ARTICLE IV PAYMENTS, PREPAYMENTS, REDUCTION OR TERMINATION OF THE CREDIT AND SETOFF..21
   Section 4.1  REPAYMENT............................................................21
   Section 4.2  OPTIONAL PREPAYMENTS.................................................21
   Section 4.3  OPTIONAL REDUCTION OR TERMINATION OF COMMITMENTS.....................21
   Section 4.4  PAYMENTS.............................................................22
   Section 4.5  PRORATION OF PAYMENTS................................................22


ARTICLE V ADDITIONAL PROVISIONS RELATING TO LOANS AND LETTERS OF CREDIT..............22

                                       -i-
<PAGE>

   Section 5.1  INCREASED COSTS......................................................22
   Section 5.2  DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE OR INADEQUATE;
                IMPRACTICABILITY.....................................................23
   Section 5.3  CHANGES IN LAW RENDERING EURODOLLAR ADVANCES UNLAWFUL................23
   Section 5.4  CAPITAL ADEQUACY.....................................................24
   Section 5.5  DISCRETION OF THE BANKS AS TO MANNER OF FUNDING......................24


ARTICLE VI CONDITIONS PRECEDENT......................................................25
   Section 6.1  CONDITIONS OF INITIAL LOAN OR INITIAL LETTERS OF CREDIT..............25
   Section 6.2  CONDITIONS PRECEDENT TO ALL LOANS AND ALL LETTERS OF CREDIT..........25


ARTICLE VII REPRESENTATIONS AND WARRANTIES...........................................26
   Section 7.1  ORGANIZATION, STANDING, ETC..........................................26
   Section 7.2  AUTHORIZATION AND VALIDITY...........................................26
   Section 7.3  NO CONFLICT; NO DEFAULT..............................................26
   Section 7.4  GOVERNMENT CONSENT...................................................26
   Section 7.5  FINANCIAL STATEMENTS AND CONDITION...................................27
   Section 7.6  LITIGATION AND CONTINGENT LIABILITIES................................27
   Section 7.7  COMPLIANCE...........................................................27
   Section 7.8  ENVIRONMENTAL, HEALTH AND SAFETY LAWS................................27
   Section 7.9  ERISA................................................................27
   Section 7.10 MARGIN REGULATIONS...................................................28
   Section 7.11 OWNERSHIP OF PROPERTY; LIENS.........................................28
   Section 7.12 TAXES................................................................28
   Section 7.13 TRADEMARKS, PATENTS..................................................28
   Section 7.14 INVESTMENT COMPANY ACT...............................................28
   Section 7.15 PUBLIC UTILITY HOLDING COMPANY ACT...................................28
   Section 7.16 SUBSIDIARIES.........................................................29
   Section 7.17 REGISTERED BROKER-DEALER; MEMBERSHIP.................................29
   Section 7.18 ASSESSMENTS BY THE SECURITIES INVESTOR PROTECTION CORPORATION........29


ARTICLE VIII AFFIRMATIVE COVENANTS...................................................29
   Section 8.1  FINANCIAL STATEMENTS AND REPORTS.....................................29
   Section 8.2  CORPORATE EXISTENCE..................................................31
   Section 8.3  INSURANCE............................................................31
   Section 8.4  PAYMENT OF TAXES AND CLAIMS..........................................31
   Section 8.5  INSPECTION...........................................................31
   Section 8.6  MAINTENANCE OF PROPERTIES............................................31
   Section 8.7  BOOKS AND RECORDS....................................................32
   Section 8.8  COMPLIANCE...........................................................32
   Section 8.9  ERISA................................................................32
   Section 8.10 ENVIRONMENTAL MATTERS................................................32
   Section 8.11 GENERAL NET CAPITAL REQUIREMENT......................................32


ARTICLE IX NEGATIVE COVENANTS........................................................32
   Section 9.1  MERGER AND CONSOLIDATION.............................................32

                                       -ii-

<PAGE>

   Section 9.2  SALE OF ASSETS.......................................................32
   Section 9.3  PLANS................................................................33
   Section 9.4  CHANGE IN NATURE OF BUSINESS.........................................33
   Section 9.5  OWNERSHIP OF STOCK IN MATERIAL SUBSIDIARIES..........................33
   Section 9.6  OTHER AGREEMENTS.....................................................33
   Section 9.7  RESTRICTED PAYMENTS..................................................33
   Section 9.8  INVESTMENTS..........................................................34
   Section 9.9  INDEBTEDNESS AND CONTINGENT LIABILITIES..............................34
   Section 9.10 LIENS................................................................35
   Section 9.11 TRANSACTIONS WITH RELATED PARTIES....................................36
   Section 9.12 FISCAL YEAR..........................................................36
   Section 9.13 MINIMUM CONSOLIDATED NET WORTH.......................................36
   Section 9.14 MINIMUM NET CAPITAL REQUIRED FOR DAIN RAUSCHER INCORPORATED..........36
   Section 9.15 WAH SUBORDINATED DEBENTURES..........................................36


ARTICLE X EVENTS OF DEFAULT AND REMEDIES.............................................36
   Section 10.1  EVENTS OF DEFAULT...................................................36
   Section 10.2  REMEDIES............................................................38
   Section 10.3  LETTERS OF CREDIT...................................................39
   Section 10.4  OFFSET..............................................................39


ARTICLE XI THE AGENT.................................................................39
   Section 11.1  APPOINTMENT AND GRANT OF AUTHORITY..................................39
   Section 11.2  NON RELIANCE ON AGENT...............................................40
   Section 11.3  RESPONSIBILITY OF THE AGENT AND OTHER MATTERS.......................40
   Section 11.4  ACTION ON INSTRUCTIONS..............................................41
   Section 11.5  INDEMNIFICATION.....................................................41
   Section 11.6  U.S. BANK AND AFFILIATES............................................41
   Section 11.7  NOTICE TO HOLDER OF NOTES...........................................41
   Section 11.8  SUCCESSOR AGENT.....................................................42


ARTICLE XII MISCELLANEOUS............................................................42
   Section 12.1  NO WAIVER AND AMENDMENT.............................................42
   Section 12.2  AMENDMENTS, ETC.....................................................42
   Section 12.3  ASSIGNMENTS.........................................................43
      (a)  ASSIGNMENTS...............................................................43
      (b)  EFFECTIVENESS OF ASSIGNMENTS..............................................43
      (c)  TAX MATTERS...............................................................44
      (d)  INFORMATION...............................................................44
      (e)  FEDERAL RESERVE BANK......................................................44
   Section 12.4  COSTS, EXPENSES AND TAXES; INDEMNIFICATION..........................44
   Section 12.5  NOTICES.............................................................45
   Section 12.6  SUCCESSORS..........................................................45
   Section 12.7  SEVERABILITY........................................................45
   Section 12.8  SUBSIDIARY REFERENCES...............................................45
   Section 12.9  CAPTIONS............................................................45
   Section 12.10  ENTIRE AGREEMENT...................................................45

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<PAGE>

   Section 12.11  COUNTERPARTS.......................................................45
   Section 12.12  CONFIDENTIALITY OF INFORMATION.....................................45
   Section 12.13  GOVERNING LAW......................................................46
   Section 12.14  CONSENT TO JURISDICTION............................................46
   Section 12.15  WAIVER OF JURY TRIAL...............................................46
   Section 12.16  RESTATEMENT OF ORIGINAL CREDIT AGREEMENT...........................46
   Section 12.17  SURVIVAL OF CERTAIN PROVISIONS OF THIS AGREEMENT...................46
</TABLE>

                                       -iv-
<PAGE>

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of March 20, 1998, is by and among DAIN
RAUSCHER CORPORATION, a Delaware corporation (the "Borrower"), the banks or
financial institutions listed on the signature pages hereof or which hereafter
become parties hereto by means of assignment and assumption as hereinafter
described (individually referred to as a "Bank" or collectively as the "Banks"),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for
the Banks (in such capacity, the "Agent").

                                    RECITALS

         WHEREAS, the Borrower and certain of the Banks have entered into a
Credit Agreement dated as of June 27, 1997 (as amended, the "Original Credit
Agreement"), pursuant to which such Banks, subject to the terms and conditions
set forth therein, agreed to make loans to the Borrower and agreed to issue
letters of credit for the account of the Borrower;

         WHEREAS, the obligation of the Borrower to repay the revolving loans
made by such Banks under the Original Credit Agreement is evidenced by the
Revolving Notes of the Borrower dated June 27, 1997, payable to the order of
such Banks (the "Original Revolving Notes");

         WHEREAS, the obligation of the Borrower to repay the swing line loans
made by the Swing Line Bank under the Original Credit Agreement is evidenced by
the Swing Line Note of the Borrower dated June 27, 1997, payable to the order of
the Swing Line Bank (the "Original Swing Line Note");

         WHEREAS, the Borrower has requested, among other things, that (i) such
Banks consent to the WAH Acquisition (defined below), (ii) the Termination Date
be extended, and (iii) The Bank of New York be added as a Bank.

         WHEREAS, the Banks are willing to grant the requests of the Borrower
pursuant to the terms of this Agreement, which shall constitute an amendment to
and a complete restatement of the Original Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Borrower and the Banks hereby agree as follows:

                   ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1 DEFINED TERMS. In addition to the terms defined elsewhere
in this Agreement, the following terms shall have the following respective
meanings (and such meanings shall be equally applicable to both the singular and
plural form of the terms defined, as the context may require):

         "ADVANCE": The portion of the outstanding Loans bearing interest at an
identical rate for an identical Interest Period, provided that all Federal Funds
Rate Advances shall be deemed a single Advance. An Advance may be a "Eurodollar
Advance" or "Federal Funds Rate Advance" (each, a "type" of Advance).

         "ADVERSE EVENT": The occurrence of any event that could have material
adverse effect on the business, operations, property, assets or condition
(financial or otherwise) of the Borrower and the Subsidiaries as a consolidated
enterprise or on the ability of the Borrower or any other party obligated
thereunder to perform its obligations under the Loan Documents.

         "AGGREGATE COMMITMENT": The aggregate of the Commitments of the Banks,
being initially $50,000,000, as the same may be reduced from time to time
pursuant to SECTION 4.3.

                                       -1-
<PAGE>

         "AGGREGATE DEBIT ITEMS": With respect to any Person at any time, the
aggregate debit items of such Person at such time as computed in accordance with
the Formula for Determination of Reserve Requirements for Brokers and Dealers,
Exhibit A to Rule 15c3-3.

         "AGENT": U.S. Bank National Association, as agent for the Banks
hereunder and each successor, as provided in SECTION 11.8, who shall act as
Agent.

         "AGREEMENT": This Amended and Restated Credit Agreement, as it may be
amended, modified, supplemented, restated or replaced from time to time.

         "APPLICABLE EURODOLLAR RATE MARGIN": A percentage equal to (i)
sixty-one one-hundredths of one percent (.61%) at all times when the Borrower's
senior debt (A) is not rated by Moody's or by Standard & Poors, (B) if rated by
Moody's and Standard & Poors, has a rating of less than BBB- by Moody's and has
a rating of less than Baa3 by Standard & Poors, (C) if rated only by Moody's,
has a rating of less than BBB- by Moody's, or (D) if rated only by Standard &
Poors, has a rating of less than Baa3 by Standard & Poors, and (ii) forty-five
one-hundredths of one percent (.45%) at all times when the Borrower's senior
debt (A) if rated by Moody's and Standard & Poors, has a rating of BBB- or
better by Moody's or has a rating of Baa3 or better by Standard & Poors, (B) if
rated only by Moody's, has a rating of BBB- or better by Moody's, or (C) if
rated only by Standard & Poors, has a rating of Baa3 or better by Standard &
Poors.

         "APPLICABLE FACILITY FEE PERCENTAGE": A percentage equal to (i)
fourteen one-hundredths of one percent (.14%) at all times when the Borrower's
senior debt (A) is not rated by Moody's or by Standard & Poors, (B) if rated by
Moody's and Standard & Poors, has a rating of less than BBB- by Moody's and has
a rating of less than Baa3 by Standard & Poors, (C) if rated only by Moody's,
has a rating of less than BBB- by Moody's, or (D) if rated only by Standard &
Poors, has a rating of less than Baa3 by Standard & Poors, and (ii) ten
one-hundredths of one percent (.10%) at all times when the Borrower's senior
debt (A) if rated by Moody's and Standard & Poors, has a rating of BBB- or
better by Moody's or has a rating of Baa3 or better by Standard & Poors, (B) if
rated only by Moody's, has a rating of BBB- or better by Moody's, or (C) if
rated only by Standard & Poors, has a rating of Baa3 or better by Standard &
Poors.

         "APPLICABLE FEDERAL FUNDS RATE MARGIN": A percentage equal to (i)
eighty-five one-hundredths of one percent (.85%) at all times when the
Borrower's senior debt (A) is not rated by Moody's or by Standard & Poors, (B)
if rated by Moody's and Standard & Poors, has a rating of less than BBB- by
Moody's and has a rating of less than Baa3 by Standard & Poors, (C) if rated
only by Moody's, has a rating of less than BBB- by Moody's, or (D) if rated only
by Standard & Poors, has a rating of less than Baa3 by Standard & Poors, and
(ii) seventy one-hundredths of one percent (.70%) at all times when the
Borrower's senior debt (A) if rated by Moody's and Standard & Poors, has a
rating of BBB- or better by Moody's or has a rating of Baa3 or better by
Standard & Poors, (B) if rated only by Moody's, has a rating of BBB- or better
by Moody's, or (C) if rated only by Standard & Poors, has a rating of Baa3 or
better by Standard & Poors.

         "APPLICABLE LETTER OF CREDIT MARGIN": A percentage equal to (i)
sixty-eight one-hundredths of one percent (.68%) at all times when the
Borrower's senior debt (A) is not rated by Moody's or by Standard & Poors, (B)
if rated by Moody's and Standard & Poors, has a rating of less than BBB- by
Moody's and has a rating of less than Baa3 by Standard & Poors, (C) if rated
only by Moody's, has a rating of less than BBB- by Moody's, or (D) if rated only
by Standard & Poors, has a rating of less than Baa3 by Standard & Poors, and
(ii) fifty-two one-hundredths of one percent (.52%) at all times when the
Borrower's senior debt (A) if rated by Moody's and Standard & Poors, has a
rating of BBB- or better by Moody's or has a rating of Baa3 or better by
Standard & Poors, (B) if rated only by Moody's, has a rating of BBB- or better
by Moody's, or (C) if rated only by Standard & Poors, has a rating of Baa3 or
better by Standard & Poors.

         "ASSIGNEE":  As defined in SECTION 12.3(a).

         "ASSIGNMENT":  As defined in SECTION 12.3(a).

                                       -2-
<PAGE>

         "ASSIGNMENT AND ASSUMPTION AGREEMENT":  As defined in SECTION 12.3(a).

         "BUSINESS DAY": Any day (other than a Saturday, Sunday or legal holiday
in the State of Minnesota or the State of New York) on which national banks are
permitted to be open in Minneapolis, Minnesota, and national banks and state
member banks are permitted to be open in New York, New York, and, with respect
to Eurodollar Advances, a day on which dealings in Dollars may be carried on by
the Agent in the London interbank market.

         "CAPITALIZED LEASE": Any lease which is or should be capitalized on the
books of the lessee in accordance with GAAP.

         "CODE": The Internal Revenue Code of 1986, as amended, or any successor
statute, together with regulations thereunder.

         "COMMITMENT": In the case of each Bank, the amount set forth opposite
such Bank's signature on the signature page of this Agreement (or in the
relevant Assignment and Assumption Agreement for such Bank), as the same may be
reduced from time to time pursuant to SECTION 4.3 , or, as the context may
require, the agreement of each Bank to make Loans to the Borrower and to
participate in Swing Line Loans made to the Borrower and Letters of Credit
issued for the account of the Borrower up to such amount, subject to the terms
and conditions of this Agreement.

         "COMPLIANCE CERTIFICATE": A certificate in the form of EXHIBIT F, duly
completed and signed by the treasurer or the chief financial officer of the
Borrower.

         "CONSOLIDATED NET INCOME": The Borrower's consolidated net income as
determined in accordance with GAAP.

         "CONSOLIDATED NET WORTH": As of any date of determination, the sum of
the amounts set forth on the consolidated balance sheet of the Borrower as the
sum of the common stocks, preferred stock, additional paid-in capital and
retained earnings of the Borrower (excluding treasury stock) as determined in
accordance with GAAP.

         "DAIN RAUSCHER INCORPORATED": Dain Rauscher Incorporated, a Minnesota
corporation.

         "DAIN RAUSCHER INCORPORATED CREDIT AGREEMENT": The Credit Agreement to
be entered into on or about March 30, 1998, by and among the Agent, the Banks
and Dain Rauscher Incorporated pursuant to which the Banks will loan $80,000,000
to Dain Rauscher Incorporated, as the same may be amended, modified,
supplemented, restated or replaced from time to time.

         "DAIN RAUSCHER LENDING SERVICES": Dain Rauscher Lending Services, Inc.,
a Minnesota corporation.

         "DEFAULT": Any event which, with the giving of notice to the Borrower
or lapse of time, or both, would constitute an Event of Default.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
amended, and any successor statute, together with regulations thereunder.

         "ERISA AFFILIATE": Any trade or business (whether or not incorporated)
that is a member of a group of which the Borrower is a member and which is
treated as a single employer under Section 414 of the Code.

         "EURODOLLAR ADVANCE": An Advance designated as such in a notice of
borrowing under SECTION 2.3 or a notice of continuation or conversion under
SECTION 2.4.

         "EURODOLLAR INTERBANK RATE": The average offered rate for deposits in
United States Dollars (rounded upwards, if necessary, to the nearest 1/16 of 1%)
for delivery of such deposits on the first day of an Interest Period

                                       -3-
<PAGE>

of a Eurodollar Advance, for the number of days comprised therein (except in 
the case of a one (1) week or two (2) week Interest Period, such rate shall 
be determined on the basis of the number of days comprised in a one (1) month 
Interest Period), which appears on the Reuters Screen LIBO Page as of 11:00 
a.m., Minneapolis time (or such other time as of which such rate appears) on 
the Business Day that is two Business Days preceding the first day of the 
Interest Period (except in the case of a one (1) week Interest Period, such 
rate shall be determined on the Business Day which is the first Business Day 
of the Interest Period) or the rate for such deposits determined by the Agent 
at such time based on such other published service of general application as 
shall be selected by the Agent for such purpose; PROVIDED, that in the event 
that the Reuters Screen LIBO Page and such other published services of 
general application are unavailable, the Agent may determine the rate based 
on rates offered to the Agent for deposits in United States Dollars (rounded 
upwards, if necessary, to the nearest 1/16 of 1%) in the interbank eurodollar 
market at such time for delivery on the first day of the Interest Period for 
the number of days comprised therein. "Reuters Screen LIBO Page" means the 
display designated as page "LIBO" on the Reuter Monitor Money Rates Service 
(or such other page as may replace the LIBO Page on that service for the 
purpose of displaying London interbank offered rates of major banks for 
United States Dollar deposits).

         "EURODOLLAR RATE (RESERVE ADJUSTED)": A rate per annum (rounded upward,
if necessary, to the nearest 1/16th of 1%) calculated for the Interest Period of
a Eurodollar Advance in accordance with the following formula:

         ERRA        =        Eurodollar Interbank Rate
                              -------------------------
                                    1.00 - ERR

In such formula, "ERR" means "Eurodollar Reserve Rate" and "ERRA" means
"Eurodollar Rate (Reserve Adjusted)", in each instance determined by the Agent
for the applicable Interest Period. The Agent's determination of all such rates
for any Interest Period shall be conclusive in the absence of manifest error.

         "EURODOLLAR RESERVE RATE": A percentage equal to the daily average
during such Interest Period of the aggregate maximum reserve requirements
(including all basic, supplemental, marginal and other reserves), as specified
under Regulation D of the Federal Reserve Board, or any other applicable
regulation that prescribes reserve requirements applicable to Eurocurrency
liabilities (as presently defined in Regulation D) or applicable to extensions
of credit by the Agent the rate of interest on which is determined with regard
to rates applicable to Eurocurrency liabilities. Without limiting the generality
of the foregoing, the Eurocurrency Reserve Requirement shall reflect any
reserves required to be maintained by the Agent against (i) any category of
liabilities that includes deposits by reference to which the Eurodollar
Interbank Rate is to be determined, or (ii) any category of extensions of credit
or other assets that includes Eurodollar Advances.

         "EVENT OF DEFAULT":  Any event described in SECTION 10.1.

         "FACILITY FEES":  As defined in SECTION 3.2.

         "FEDERAL FUNDS RATE": For any date of determination, the interest rate
per annum determined by U.S. Bank to be equal to the average rate for overnight
federal funds transactions with members of the Federal Reserve System, arranged
by federal funds brokers, applicable to federal funds transactions on that date.

          "FEDERAL FUNDS RATE ADVANCE": An Advance designated as such in a
notice of borrowing under SECTION 2.3 or a notice of continuation or conversion
under SECTION 2.4.

          "FEDERAL RESERVE BOARD": The Board of Governors of the Federal Reserve
System or an successor thereto.

          "GAAP": Generally accepted accounting principles as applied in the
preparation of the audited financial statements of Interra Financial
Incorporated (now Dain Rauscher Corporation), Dain Bosworth Incorporated,
Rauscher Pierce Refsnes, Inc. and Interra Clearing Services Inc. (Dain Bosworth
Incorporated, Rauscher Pierce Refsnes, Inc. and Interra Clearing Services Inc.
are now merged into Dain Rauscher Incorporated) referred to in SECTION 7.5.

                                       -4-
<PAGE>

         "INDEBTEDNESS": Without duplication, all obligations, contingent or
otherwise, which in accordance with GAAP should be classified upon the obligor's
balance sheet as liabilities, but in any event including the following (whether
or not they should be classified as liabilities upon such balance sheet): (a)
obligations secured by any mortgage, pledge, security interest, lien, charge or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the obligation secured thereby shall have been assumed and
whether or not the obligation secured is the obligation of the owner or another
party; (b) any obligation for the deferred purchase price of any property or
services, except Trade Accounts Payable, (c) any obligation as lessee under any
Capitalized Lease; (d) all guaranties, endorsements and other contingent
obligations in respect to Indebtedness of others; (e) all repurchase
transactions and all swap transactions which are included as liabilities or
obligations under GAAP; and (f) undertakings or agreements to reimburse or
indemnify issuers of letters of credit.

         "INTEREST PERIOD" Either (a) for any Eurodollar Advance, the period
commencing on the borrowing date of such Eurodollar Advance or the date a
Federal Funds Rate Advance is converted into such Eurodollar Advance, or the
last day of the preceding Interest Period for such Eurodollar Advance, as the
case may be, and ending on the numerically corresponding day one (1) week, two
(2) weeks, one (1) month, two (2) months, three (3) months or six (6) months
thereafter, as selected by the Borrower pursuant to SECTION 2.3 or SECTION 2.4;
PROVIDED, that:

         (i) any Interest Period which would otherwise end on a day which is not
         a Business Day shall end on the next succeeding Business Day unless
         such next succeeding Business Day falls in another calendar month, in
         which case such Interest Period shall end on the next preceding
         Business Day;

         (ii) any Interest Period of one (1), two (2), three (3) or six (6)
         months which begins on the last Business Day of a calendar month (or on
         a day for which there is no numerically corresponding day in the
         calendar month at the end of such Interest Period) shall end on the
         last Business Day of the calendar month at the end of such Interest
         Period; and

         (iii) no Interest Period shall extend beyond the Termination Date.

         "LIEN": Any security interest, mortgage, pledge, lien, hypothecation,
judgment lien or similar legal process, charge, encumbrance, title retention
agreement or analogous instrument or device (including, without limitation, the
interest of the lessors under Capitalized Leases and the interest of a vendor
under any conditional sale or other title retention agreement).

         "LETTERS OF CREDIT":  As defined in SECTION 2.8(a).

         "LETTER OF CREDIT AGREEMENTS":  As defined in SECTION 2.8(c)(ix).

         "LETTER OF CREDIT PARTICIPATION AMOUNT":  As defined in SECTION 2.8(a).

         "LETTER OF CREDIT OBLIGATIONS": The aggregate amount of all possible
drawings under all Letters of Credit plus all amounts drawn under any Letter of
Credit and not reimbursed by the Borrower under the applicable Letter of Credit
Agreement.

          "LOANS": The Revolving Loans and the Swing Line Loans or the Term
Loans, as the case may be.

         "LOAN DOCUMENTS": This Agreement, the Notes, each Letter of Credit
Agreement and each other instrument, document, guaranty, security agreement,
mortgage, or other agreement executed and delivered by the Borrower or any
guarantor or party granting security interests in connection with this
Agreement, the Loans or the Letter of Credit Obligations or any collateral for
the Loans or the Letter of Credit Obligations.

         "MATERIAL SUBSIDIARY":

                  (a) For so long as it shall be a Subsidiary of the Borrower,
         Dain Rauscher Incorporated; and

                                       -5-
<PAGE>

                  (b) For any fiscal year of the Borrower, any other Subsidiary
         of the Borrower (i) which contributed (or, in the case of any
         Subsidiary acquired during such fiscal year, would have contributed, if
         acquired, at the beginning of the preceding fiscal year) more than 10%
         of the revenues of Borrower and its Subsidiaries on a consolidated
         basis during the preceding fiscal year or (ii) which had (or, in the
         case of any Subsidiary acquired during such fiscal year, would have
         had, if acquired on the last day of the preceding fiscal year)
         aggregate assets in excess of 10% of the assets of Borrower and its
         Subsidiaries on a consolidated basis at the close of the preceding
         fiscal year.

         "MOODY'S":  Moody's Investors Services.

         "NET CAPITAL": Net Capital shall mean "net capital" as defined in Rule
15c3-1.

         "NOTES": The Revolving Notes and the Swing Line Note or the Term Notes,
as the case may be.

         "ORIGINAL CREDIT AGREEMENT": As defined in the Recitals to this
Agreement.

         "ORIGINAL REVOLVING NOTES": As defined in the Recitals to this
Agreement.

         "ORIGINAL SWING LINE NOTE": As defined in the Recitals to this
Agreement.

         "PAYMENT DATE": Each of the following: (a) with respect to each
Eurodollar Advance, the last day of each Interest Period and, if such Interest
Period is in excess of three (3) months, on the last day of each three (3) month
period occurring after the commencement of such Interest Period prior to the
last day of such Interest Period; (b) with respect to each Federal Funds Rate
Advance and for any fees including, without limitation, Facility Fees, the last
day of each calendar month, (c) unless the Banks shall have made the Term Loans
to repay the Revolving Loans in accordance with the provisions of SECTION
2.1(c), the Termination Date; and (d) if the Banks shall have made the Terms
Loans to repay the Revolving Loans in accordance with the provisions of SECTION
2.1(c), the Term Loan Maturity Date.

         "PBGC": The Pension Benefit Guaranty Corporation, established pursuant
to Subtitle A of Title IV of ERISA, and any successor thereto or to the
functions thereof.

         "PERCENTAGE": As to any Bank, the percentage set forth opposite such
Bank's signature on the signature page of this Agreement (or in the relevant
Assignment and Assumption Agreement for such Bank) (I.E., the proportion,
expressed as a percentage, that such Bank's Commitment bears to the Aggregate
Commitment).

         "PERSON": Any natural person, corporation, partnership, joint venture,
firm, association, trust, unincorporated organization, government or
governmental agency or political subdivision or any other entity, whether acting
in an individual, fiduciary or other capacity.

         "PLAN": An employee benefit plan or other plan, maintained for
employees of the Borrower or of any ERISA Affiliate, and subject to Title IV of
ERISA or Section 412 of the Code.

         "REFERENCE RATE": The rate of interest from time to time publicly
announced by U.S. Bank as its "reference rate." U.S. Bank may lend to its
customers at rates that are at, above or below the Reference Rate. For purposes
of determining any interest rate which is based on the Reference Rate, such
interest rate shall change on the effective date of any change in the Reference
Rate.

         "RELATED PARTY": Any Person (other than a Subsidiary): (a) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Borrower, or (b) 5% or more
of the equity interest of which is beneficially owned or held by the Borrower or
a Subsidiary. The term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.

                                       -6-
<PAGE>

         "REFUNDED SWING LINE LOANS":  As defined in SECTION 2.7(a).

         "REGULATIONS T, U AND X": Regulations T, U and X of the Board of
Governors of the Federal Reserve System.

         "REPORTABLE EVENT": A reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation has waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and Section 302 of ERISA shall be a
reportable event regardless of the issuance of any such waivers in accordance
with Section 412(d) of the Code.

         "REQUIRED BANKS": Those Banks whose total Percentage of the Commitments
equals or exceeds 66-2/3%, or if the Commitments have been terminated, those
Banks whose share of the outstanding principal of the Loans constitutes at least
66-2/3% of the aggregate outstanding principal of all Loans.

         "REVOLVING LOANS":  The Loans described in SECTION 2.1(a).

         "REVOLVING NOTES": The promissory notes of the Borrower described in
SECTION 2.5(a), substantially in the form of EXHIBIT A-1, as such promissory
notes may be amended, modified or supplemented from time to time, and such term
shall include any substitutions for, or renewals of, such promissory notes.

         "RULE 15c3-1": Rule 15c3-1 of the General Rules and Regulations as
promulgated by the Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended (17 CFR 240.15c3-1), as such Rule may be
amended from time to time, or any rule or regulation which replaces Rule 15c3-1.

         "RULE 15c3-3": Rule 15c3-3 of the General Rules and Regulations as
promulgated by the Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended (17 CFR 240.15c3-3), as such Rule may be
amended from time to time, or any rule or regulation which replaces Rule 15c3-3.

         "SUBSIDIARY": Any Person of which or in which the Borrower and its
other Subsidiaries own directly or indirectly 50% or more of: (a) the combined
voting power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors of such Person, if
it is a corporation, (b) the capital interest or profit interest of such Person,
if it is a partnership, joint venture, limited liability company or similar
entity, or (c) the beneficial interest of such Person, if it is a trust,
association or other unincorporated organization.

         "STANDARD & POORS":  Standard & Poors Corporation.

         "SWING LINE COMMITMENT": $5,000,000, or, as the context may require,
the agreement of the Swing Line Bank to make the Swing Line Loans to the
Borrower subject to the terms and conditions of this Agreement.

         "SWING LINE BANK":  U.S. Bank.

         "SWING LINE LOANS": The Loans described in SECTION 2.1(b).

         "SWING LINE NOTE": The promissory note of the Borrower described in
SECTION 2.5(b), substantially in the form of EXHIBIT A-2, as such promissory
note may be amended, modified or supplemented from time to time, and such term
shall include any substitutions for, or renewals of, such promissory note.

         "SWING LINE PARTICIPATION AMOUNT":  As defined in SECTION 2.7(b).

         "TERM LOANS":  The Loans described in SECTION 2.1(c).

                                       -7-
<PAGE>

         "TERM NOTES": The promissory notes of the Borrower described in SECTION
2.5(c), substantially in the form of EXHIBIT A-3, as such promissory notes may
be amended, modified or supplemented from time to time, and such term shall
include any substitutions for, or renewals of, such promissory notes.

         "TERM LOAN MATURITY DATE": The second (2nd) anniversary of the date on
which the Banks make the Term Loans to the Borrower under SECTION 2.1(c).

         "TERMINATION DATE": The earliest of (a) March 19, 1999, or such later
date to which the Termination Date is extended pursuant to the provisions of
SECTION 2.9, (b) the date on which the Commitments are terminated pursuant to
SECTION 10.2 hereof or (c) the date on which the Commitments are reduced to zero
pursuant to SECTION 4.3 hereof.

         "TRADE ACCOUNTS PAYABLE": The trade accounts payable of any Person with
a maturity of not greater than 90 days incurred in the ordinary course of such
Person's business.

         "UNREFUNDED SWING LINE LOANS":  As defined in SECTION 2.7(b).

         "U.S. BANK": U.S. Bank National Association, in its individual capacity
and not as Agent hereunder.

         "WAH": Collectively, Wessels, Arnold & Henderson Group, L.L.C., a
Delaware limited liability company, and Wessels, Arnold & Henderson, L.L.C., a
Delaware limited liability company.

         "WAH ACQUISITION": The acquisition and merger of WAH into Dain Rauscher
Incorporated, with Dain Rauscher Incorporated as the surviving corporation,
pursuant to the terms and conditions of the WAH Acquisition Agreement.

         "WAH ACQUISITION AGREEMENT": The Agreement and Plan of Merger dated as
of February 8, 1998, among Dain Rauscher Corporation, Dain Rauscher Incorporated
and WAH.

         "WAH SUBORDINATED DEBENTURES": The subordinated debentures issued by
the Borrower to the members of WAH in the aggregate principal amount of
$30,000,000, with the entire principal balance of such subordinated debentures
being due and payable on March 31, 2003.

         Section 1.2 ACCOUNTING TERMS AND CALCULATIONS. Except as may be
expressly provided to the contrary herein, all accounting terms used herein
shall be interpreted and all accounting determinations hereunder (including,
without limitation, determination of compliance with financial ratios and
restrictions in ARTICLES VIII and IX hereof) shall be made in accordance with
GAAP consistently applied. Any reference to "consolidated" financial terms shall
be deemed to refer to those financial terms as applied to the Borrower and its
Subsidiaries in accordance with GAAP.

         Section 1.3 COMPUTATION OF TIME PERIODS. In this Agreement, in the
computation of a period of time from a specified date to a later specified date,
unless otherwise stated the word "from" means "from and including" and the word
"to" or "until" each means "to but excluding."

         Section 1.4 OTHER DEFINITIONAL TERMS. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. References to Sections, Exhibits, schedules and like references are
to this Agreement unless otherwise expressly provided.

                                       -8-
<PAGE>

                           ARTICLE II TERMS OF LENDING

         Section 2.1  THE LOANS.

         (a) REVOLVING LOANS. Subject to the terms and conditions of this
         Agreement and in reliance upon the warranties of the Borrower in this
         Agreement, each Bank agrees, severally and not jointly, to make
         revolving loans (each, a "Revolving Loan" and, collectively, the
         "Revolving Loans") to the Borrower from time to time from the date
         hereof until the Termination Date, during which period the Borrower may
         repay and reborrow in accordance with the provisions hereof, provided,
         that (i) the aggregate unpaid principal amount of such Bank's Revolving
         Loans, such Bank's Letter of Credit Participation Amount and such
         Bank's Swing Line Participation Amount at any one time shall not exceed
         its Commitment, and (ii) the aggregate unpaid principal amount of all
         outstanding Loans and all Letter of Credit Obligations shall not at any
         time exceed the Aggregate Commitment. The Revolving Loans shall be made
         by the Banks on a pro rata basis, calculated for each Bank based on its
         Percentage.

         (b) SWING LINE LOANS. Subject to the terms and conditions of this
         Agreement and in reliance upon the warranties of the Borrower in this
         Agreement, the Swing Line Bank agrees to make revolving loans (each a
         "Swing Line Loan" and, collectively, the "Swing Line Loans") to the
         Borrower from time to time from the date hereof until the Termination
         Date, during which period the Borrower may repay and reborrow in
         accordance with the provisions hereof, provided, that the aggregate
         unpaid principal amount of the Swing Line Loans at any one time
         outstanding shall not exceed the Swing Line Commitment. The Borrower
         acknowledges that the Swing Line Bank contemplates that a Swing Line
         Loan will not be outstanding for more than six (6) consecutive Business
         Days, and in no event shall a Swing Line Loan be outstanding for more
         than ten (10) consecutive calendar days.

         (c) TERM LOANS. Provided that no Default or Event of Default shall have
         occurred and be continuing and subject to the other terms and
         conditions of this Agreement and in reliance upon the warranties of the
         Borrower in this Agreement, each Bank agrees, severally and not
         jointly, to make a single term loan (each a "Term Loan" and,
         collectively, the "Term Loans") to the Borrower, on the Termination
         Date, in an amount equal to the then outstanding principal balance of
         the Revolving Loans made by such Bank to the Borrower. The proceeds of
         each Bank's Term Loan shall be simultaneously applied by such Bank to
         the repayment of such Bank's Revolving Note, whereupon such Bank's
         Revolving Note shall be returned to the Borrower marked "Replaced by
         Term Note" and the Commitment of such Bank shall be automatically
         terminated. The Borrower shall deliver to each Bank its respective Term
         Note, appropriately completed and properly executed on behalf of the
         Borrower, prior to the funding of the Term Loans.

         Section 2.2 ADVANCE OPTIONS. The Revolving Loans and the Term Loans
shall consist of Eurodollar Advances and Federal Funds Rate Advances, as shall
be selected by the Borrower, except as otherwise provided herein. The Swing Line
Loans shall be Federal Funds Rate Advances, and may not be converted into
Eurodollar Advances. Any combination of types of Advances may be outstanding at
the same time, except that the total number of outstanding Eurodollar Advances
shall not exceed three (3) at any one time. Each Eurodollar Advance shall

                                       -9-
<PAGE>

be in a minimum amount of $1,000,000 or in an integral multiple of $500,000 
above such amount. Each Federal Funds Rate Advance shall be in an amount that 
is an integral multiple of $500,000. Federal Funds Rate Advances shall not be 
outstanding for more than ten (10) consecutive calendar days.

         Section 2.3  BORROWING PROCEDURES.

         (a) REQUEST BY BORROWER. Any request by the Borrower for a Loan shall
         be in writing, or by telephone promptly confirmed in writing, and must
         be given so as to be received by the Agent not later than:

             (i) 10:00 a.m., Minneapolis time, on the date of any requested
             Revolving Loans that shall be comprised of Federal Funds Rate
             Advances;

             (ii) 10:00 a.m., Minneapolis time, on the date of any requested
             Revolving Loans that shall be, or shall include, a Eurodollar
             Advance having an Interest Period of one (1) week;

             (iii) 10:00 a.m., Minneapolis time, two (2) Business days prior to
             the date of any requested Revolving Loans that shall be, or shall
             include, a Eurodollar Advance having an Interest Period of two (2)
             weeks or longer;

             (iv) 2:00 p.m., Minneapolis time, on the date of any requested
             Swing Line Loan; or

             (v) at any time during the period from May 1 through June 15 prior
             to the Termination Date for the Term Loans.

         Each request for a Loan shall specify (1) the borrowing date (which
         shall be a Business Day), (2) the amount of such Loan and if Revolving
         Loans or Term Loans, the type or types of Advances comprising such
         Loans, and (3) if such Revolving Loans or Term Loans shall include
         Eurodollar Advances, the initial Interest Periods for such Eurodollar
         Advances.

         (b) FUNDING OF AGENT. The Agent shall promptly notify each other Bank
         of the receipt of such request, the matters specified therein, and of
         such Bank's Percentage of the requested Loans. On the date of the
         requested Revolving Loans, each Bank shall provide its share of the
         requested Loans to the Agent in immediately available funds not later
         than 1:00 p.m., Minneapolis time. On the date of any requested Swing
         Line Loans, the Swing Line Bank shall provide the requested Swing Line
         Loan to the Agent in immediately available funds not later than 4:00
         p.m., Minneapolis time. Unless the Agent determines that any applicable
         condition specified in ARTICLE VI has not been satisfied, the Agent
         will make the requested Loans available to the Borrower at the Agent's
         principal office in Minneapolis, Minnesota in immediately available
         funds not later than 5:00 p.m. (Minneapolis time) on the lending date
         so requested. If the Agent has made a Loan to the Borrower on behalf of
         a Bank but has not received the amount of such Loan from such Bank by
         the time herein required, such Bank shall pay interest to the Agent on
         the amount so advanced at the Federal Funds Rate from the date of such
         Loan to the date funds are received by the Agent from such Bank, such
         interest to be 

                                       -10-
<PAGE>

         payable with such remittance from such Bank of the principal amount
         of such Loan (provided, however, that the Agent shall not make 
         any Loan on behalf of a Bank if the Agent has received prior
         notice from such Bank that it will not make such Loan). If the Agent
         does not receive payment from such Bank by the next Business Day after
         the date of any Loan, the Agent shall be entitled to recover such Loan,
         with interest thereon at the rate then applicable to such Loan, on
         demand, from the Borrower, without prejudice to the Agent's and the
         Borrower's rights against such Bank. If such Bank pays the Agent the
         amount herein required with interest at the overnight Federal Funds
         Rate before the Agent has recovered from the Borrower, such Bank shall
         be entitled to the interest payable by the Borrower with respect to the
         Loan in question accruing from the date the Agent made such Loan.

         Section 2.4 CONTINUATION OR CONVERSION OF LOANS. The Borrower may elect
to (i) continue any outstanding Eurodollar Advance from one Interest Period into
a subsequent Interest Period to begin on the last day of the earlier Interest
Period, or (ii) convert any outstanding Advance into another type of Advance (on
the last day of an Interest Period only, in the instance of a Eurodollar
Advance), by giving the Agent notice in writing, or by telephone promptly
confirmed in writing, given so as to be received by the Agent not later than:

         (a) 10:00 a.m., Minneapolis time, on the date of the requested
         continuation or conversion, if the continuing or converted Advance
         shall be a Federal Funds Rate Advance;

         (b) 10:00 a.m., Minneapolis time, on the date of the requested
         continuation or conversion, if the continuing or converted Advance
         shall be a Eurodollar Advance having an Interest Period of one (1)
         week; or

         (c) 10:00 a.m., Minneapolis time, two (2) Business days prior to the
         date of the requested continuation or conversion, if the continuing or
         converted Advance shall be a Eurodollar Advance having an Interest
         Period of two (2) weeks or longer.

Each notice of continuation or conversion of an Advance shall specify (i) the
effective date of the continuation or conversion date (which shall be a Business
Day), (ii) the amount and the type or types of Advances following such
continuation or conversion (subject to the limitation on amount set forth in
SECTION 2.2), and (iii) for continuation as, or conversion into, Eurodollar
Advances, the Interest Periods for such Advances. Absent timely notice of
continuation or conversion, each Eurodollar Advance shall automatically convert
into a Federal Funds Rate Advance on the last day of an applicable Interest
Period, unless paid in full on such last day. No Advance shall be continued as,
or converted into, a Eurodollar Advance if a Default or Event of Default shall
exist or if the shortest Interest Period for such Advance may not transpire
prior to the Termination Date in the case of a Revolving Loan or the Term Loan
Maturity Date in the case of a Term Loan.

         Section 2.5 THE NOTES. The Loans shall be evidenced by the following
Notes:

         (a) REVOLVING NOTES. The Revolving Loans of each Bank shall be
         evidenced by a promissory note of the Borrower (each a "Revolving Note"
         and collectively for all Banks, the "Revolving Notes"), substantially
         in the form of EXHIBIT A-1 hereto, in the amount of such Bank's
         Commitment originally in effect and dated as of the date of this
         Agreement (or dated as of the relevant date of the Assignment and
         Assumption Agreement for such Bank). The Revolving Notes have been
         issued in replacement of, and in substitution for,

                                       -11-
<PAGE>

         but not in payment of, the Original Revolving Notes. Each Bank shall 
         enter in its respective records the amount of each Revolving Loan, the
         rate or rates of interest borne by its Revolving Loans and the payments
         made on the Revolving Loans, and such records shall be deemed 
         conclusive evidence of the subject matter thereof, absent manifest 
         error.

         (b) SWING LINE NOTE. The Swing Line Loans of the Swing Line Bank shall
         be evidenced by a promissory note of the Borrower (the "Swing Line 
         Note"), substantially in the form of EXHIBIT A-2 hereto, in the amount
         of the Swing Line Commitment. The Swing Line Note has been issued in
         replacement of, and in substitution for, but not in payment of, the
         Original Swing Line Note. The Swing Line Bank shall enter in its
         records the amount of each Swing Line Loan and the payments made on the
         Swing Line Loans, and such records shall be deemed conclusive evidence
         of the subject matter thereof, absent manifest error.

         (c) TERM NOTES. The Term Loan of each Bank shall be evidenced by a
         promissory note of the Borrower (each a "Term Note" and, collectively
         for all Banks, the "Term Notes"), substantially in the form of EXHIBIT
         A-3 hereto, in the amount of such Bank's outstanding Revolving Advances
         immediately prior to making the Term Loan and dated as of the
         Termination Date. Each Bank shall enter in its respective records the
         amount of its Term Loan, the rate or rates of interest borne by its
         Term Loan and the payments made on its Term Loan, and such records
         shall be deemed conclusive evidence of the subject matters thereof,
         absent manifest error.

         Section 2.6 FUNDING LOSSES. The Borrower will indemnify each Bank upon
demand against any loss or expense which such Bank may sustain or incur
(including, without limitation, any loss or expense sustained or incurred in
obtaining, liquidating or employing deposits or other funds acquired to effect,
fund, or maintain any Advance) as a consequence of (i) any failure of the
Borrower to make any payment when due of any amount due hereunder or under any
Note, (ii) any failure of the Borrower to borrow, continue or convert an Advance
on a date specified therefor in a notice thereof, or (iii) any payment
(including, without limitation, any payment pursuant to SECTION 4.2, 4.3 or
10.2), prepayment or conversion of any Eurodollar Advance on a date other than
the last day of the Interest Period for such Advance. Determinations by each
Bank for purposes of this SECTION 2.6 of the amount required to indemnify such
Bank shall be conclusive in the absence of manifest error. Without limiting the
effect of the foregoing, each Bank's loss under clause (ii) or (iii) above with
respect to a Eurodollar Advance shall include an amount equal to the excess, if
any, of (a) the amount of interest that otherwise would have accrued on the
principal amount so paid, so prepaid, so not borrowed, so not converted or so
not continued for the period from the date of such payment or such failure to
borrow, convert or continue to the last day of then current Interest Period for
such Eurodollar Advance (or, in the case of a failure to borrow, convert or
continue, the Interest Period for such Eurodollar Advance that would have
commenced on the date specified for such borrowing, conversion on continuation)
at the applicable rate of interest (or the rate of interest which would have
been applicable) for such Eurodollar Advance provided herein over (b) the amount
of interest that otherwise would have accrued on such principal amount at a rate
per annum equal to the interest component of the amount such Bank would have bid
in the London interbank market for dollar deposits of leading banks in amounts
comparable to such principal

                                       -12-
<PAGE>

amount and with maturities comparable to such Interest Period (as reasonably 
determined by such Bank).

         Section 2.7  REFUNDING OF SWING LINE LOANS.

         (a) The Swing Line Bank, at any time and from time to time in its sole
         and absolute discretion may, on behalf of the Borrower (which hereby
         irrevocably directs the Swing Line Bank to act on its behalf), upon
         notice given by the Swing Line Bank no later than 10:00 a.m.,
         Minneapolis time, on the relevant refunding date, request each Bank to
         make, and each Bank hereby agrees to make, a Revolving Loan (which
         shall be a Federal Funds Rate Advance), in an amount equal to such
         Bank's Percentage of the aggregate amount of the Swing Line Loans (the
         "Refunded Swing Line Loans") outstanding on the date of such notice, to
         refund such Swing Line Loans. Each Bank shall make the amount of such
         Revolving Loan available to the Agent in immediately available funds,
         no later than 1:00 p.m., Minneapolis time, on the date of such notice.
         The proceeds of such Revolving Loans shall be distributed by the Agent
         to the Swing Line Bank and immediately applied by the Swing Line Bank
         to repay the Refunded Swing Line Loans.

         (b) If, for any reason, Revolving Loans may not be (as determined by
         the Agent in its sole discretion), or are not, made pursuant to SECTION
         2.7(a) to repay Swing Line Loans, then, effective on the date such
         Revolving Loans would otherwise have been made, each Bank severally,
         unconditionally and irrevocably agrees that it shall purchase a
         participating interest in such Swing Line Loans ("Unrefunded Swing Line
         Loans") in an amount equal to the amount of Revolving Loans which would
         otherwise have been made by such Bank pursuant to SECTION 2.7(a). Each
         Bank will immediately transfer to the Agent, in immediately available
         funds, the amount of its participation (the "Swing Line Participation
         Amount"), and the proceeds of such participation shall be distributed
         by the Agent to the Swing Line Bank in such amount as will reduce the
         amount of the participating interest retained by the Swing Line Bank in
         its Swing Line Loans.

         (c) Whenever, at any time after the Swing Line Bank has received from
         any Bank such Bank's Swing Line Participation Amount, the Swing Line
         Bank receives any payment on account of the Swing Line Loans, the Swing
         Line Bank will distribute to such Bank its Swing Line Participation
         Amount (appropriately adjusted, in the case of interest payments, to
         reflect the period of time during which such Bank's participating
         interest was outstanding and funded and, in the case of principal and
         interest payments, to reflect such Bank's PRO RATA portion of such
         payment if such payment is not sufficient to pay the principal of and
         interest on all Swing Line Loans then due); PROVIDED, HOWEVER, that in
         the event that such payment received by the Swing Line Bank is required
         to be returned, such Bank will return to the Swing Line Bank any
         portion thereof previously distributed to it by the Swing Line Bank.

         (d) Each Bank's obligation to make the Revolving Loans referred to in
         SECTION 2.7(a) and to purchase participating interests pursuant to
         SECTION 2.7(b) shall be absolute and unconditional and shall not be
         affected by any circumstance, including, without limitation, (i) any
         setoff, counterclaim, recoupment, defense or other right which such
         Bank or the Borrower may have against the Swing Line Bank, the Borrower
         or any other Person for

                                       -13-
<PAGE>

         any reason whatsoever; (ii) the occurrence or continuance of a 
         Default or an Event of Default or the failure to satisfy any 
         of the other conditions precedent specified in ARTICLE VI;
         (iii) any adverse change in the condition (financial or otherwise) of
         the Borrower; (iv) any breach of this Agreement or any other Loan
         Document by the Borrower or any Bank; or (v) any other circumstance,
         happening or event whatsoever, whether or not similar to any of the
         foregoing. Notwithstanding the foregoing, a Bank shall not have any
         obligation to make a Revolving Loan pursuant to SECTION 2.7(a) or to
         purchase a participating interest in a Swing Line Loan pursuant to
         SECTION 2.7(b) if (A) a Default or an Event of Default shall have
         occurred and be continuing at the time such Swing Line Loan was made or
         if any other condition precedent set forth in SECTION 6.2 was not
         satisfied at the time such Swing Line Loan was made AND (B) such Bank
         shall have provided written notice to the Swing Line Bank, received by
         the Swing Line Bank at least one (1) Business Day prior to the date on
         which such Swing Line Loan was made, that such Default or Event of
         Default has occurred and is continuing or that such other condition
         precedent set forth in SECTION 6.2 is not capable of being satisfied,
         and, as a result thereof, that such Bank will not make Revolving Loans
         pursuant to SECTION 2.7(a) or purchase participating interests in Swing
         Line Loans pursuant to SECTION 2.7(b) while such Default or Event of
         Default is continuing or while such other condition precedent is not
         capable of being satisfied.

         Section 2.8  LETTERS OF CREDIT.

         (a) LETTERS OF CREDIT. Subject to the terms and conditions of this
         Agreement and in reliance upon the warranties of the Borrower in this
         Agreement, upon request by the Borrower, the Agent shall issue letters
         of credit for the account of the Borrower (such letters of credit as
         any of them may be amended, supplemented, extended or confirmed from
         time to time, being herein collectively called the "Letters of Credit")
         subject to the following: (i) compliance by the Borrower with all
         conditions precedent set forth in ARTICLE VI hereof, (ii) entry by the
         Borrower into Letter of Credit Agreements and such other documents
         deemed appropriate by the Agent for the issuance of such Letters of
         Credit at least three (3) Business Days prior to the date of any
         requested Letter of Credit, (iii) satisfaction of the Agent with the
         form and substance of each such Letter of Credit, and (iv) the absence
         of any statutory or regulatory change or directive affecting the
         issuance by the Agent of letters of credit. Upon the date of the
         issuance of a Letter of Credit, the Agent shall be deemed, without
         further action by any party hereto, to have sold to each Bank, and each
         Bank shall be deemed without further action by any party hereto, to
         have purchased from the Agent, a participation, in its Percentage, in
         such Letter of Credit and the related Letter of Credit Obligations (the
         "Letter of Credit Participation Amount").

         (b) Each Bank's purchase of a participating interest in a Letter of
         Credit pursuant to SECTION 2.8(a) shall be absolute and unconditional
         and shall not be affected by any circumstance, including, without
         limitation, (i) any setoff, counterclaim, recoupment, defense or other
         right which such Bank or the Borrower may have against the Agent, the
         Borrower or any other Person for any reason whatsoever; (ii) the
         occurrence or continuance of a Default or an Event of Default or the
         failure to satisfy any of the other conditions precedent in ARTICLE VI;
         (iii) any adverse change in the condition (financial or otherwise) of
         the Borrower; (iv) any breach of this Agreement or any other Loan

                                       -14-
<PAGE>

         Document by the Borrower or any Bank; (v) the expiry date of any Letter
         of Credit occurring after such Bank's Commitment has terminated or (vi)
         any other circumstance, happening or event whatsoever, whether or not
         similar to any of the foregoing. Notwithstanding the foregoing, a Bank
         shall not have any obligation to purchase a participating interest in a
         Letter of Credit pursuant to SECTION 2.8(a) if (A) a Default or an
         Event of Default shall have occurred and be continuing at the time such
         Letter of Credit was issued or if any other condition precedent set
         forth in SECTION 6.2 was not satisfied at the time such Letter of
         Credit was issued AND (B) such Bank shall have provided written notice
         to the Agent, received by the Agent at least one (1) Business Day prior
         to the date on which such Letter of Credit was issued, that such
         Default or Event of Default has occurred and is continuing or that such
         other condition precedent set forth in SECTION 6.2 is not capable of
         being satisfied, and, as a result thereof, that such Bank will not
         purchase participating interests in Letters of Credit pursuant to
         SECTION 2.8(a) while such Default or Event of Default is continuing or
         while such other condition precedent is not capable of being satisfied.

         (c) ADDITIONAL PROVISIONS. The following additional provisions shall
         apply to each Letter of Credit:

              (i) Upon receipt of any request for a Letter of Credit, the Agent
              shall notify each Bank of the contents of such request and of such
              Bank's Percentage of the amount of such proposed Letter of Credit.

              (ii) Each Letter of Credit shall have an expiry date of one (1)
              year or less from the date of issuance of such Letter of Credit.

              (iii) No Letter of Credit may be issued if, after giving effect to
              such Letter of Credit, the Letter of Credit Obligations shall
              exceed the Aggregate Commitment minus the aggregate outstanding
              principal amount of the Loans. The Commitment of each Bank shall
              be deemed to be utilized for all purposes of this Agreement in an
              amount equal to such Bank's Letter of Credit Participation Amount.

              (iv) Upon receipt from the beneficiary of any Letter of Credit of
              any demand for payment thereunder, Agent shall promptly notify the
              Borrower and each Bank as to the amount to be paid as a result of
              such demand and the payment date. If at any time the Agent shall
              have made a payment to a beneficiary of such Letter of Credit in
              respect of a drawing or in respect of an acceptance created in
              connection with a drawing under such Letter of Credit, each Bank
              will pay to Agent immediately upon demand by the Agent at any time
              during the period commencing after such payment until
              reimbursement thereof in full by the Borrower, an amount equal to
              such Bank's Percentage of such payment, together with interest on
              such amount for each day from the date of demand for such payment
              (or, if such demand is made after 2:00 p.m. Minneapolis time on
              such date, from the next succeeding Business Day) to the date of
              payment by such Bank of such amount at a rate of interest per
              annum equal to the Federal Funds Rate for such period.

                                       -15-
<PAGE>

              (v) The Borrower shall be irrevocably and unconditionally
              obligated forthwith to reimburse the Agent for any amount paid by
              the Agent upon any drawing under any Letter of Credit, without
              presentment, demand, protest or other formalities of any kind, all
              of which are hereby waived. Such reimbursement may, subject to
              satisfaction of the conditions in ARTICLE VI hereof and to the
              available Commitments of the Banks (after adjustment in the same
              to reflect the elimination of the corresponding Letter of Credit
              Obligation), be made by the borrowing of Revolving Loans. The
              Agent will pay to each Bank such Bank's Percentage of all amounts
              received from the Borrower for application in payment, in whole or
              in part, of a Letter of Credit Obligation, but only to the extent
              such Bank has made payment to the Agent in respect of such Letter
              of Credit pursuant to CLAUSE (iv) above.

              (vi) The Borrower's obligation to reimburse the Agent for any
              amount paid by the Agent upon any drawing under any Letter of
              Credit shall be performed strictly in accordance with the terms of
              this Agreement and the applicable Letter of Credit Agreement under
              any and all circumstances whatsoever and irrespective of (A) any
              lack of validity or enforceability of any Letter of Credit, any
              Letter of Credit Agreement or this Agreement, or any term or
              provision therein, (B) any draft or other document presented under
              a Letter of Credit proving to be forged, fraudulent or invalid in
              any respect or any statement therein being untrue or inaccurate in
              any respect, (C) payment by the Agent under a Letter of Credit
              against presentation of a draft or other document that does not
              comply with the terms of such Letter of Credit, or (D) any other
              event or circumstance whatsoever, whether or not similar to any of
              the foregoing, that might, but for the provisions of this clause
              (vi), constitute a legal or equitable discharge of, or provide a
              right of setoff against, the Borrower's obligations hereunder.
              Neither the Agent nor the Banks shall have any liability or
              responsibility by reason of or in connection with the issuance or
              transfer of any Letter of Credit or any payment or failure to make
              any payment thereunder (irrespective of any of the circumstances
              referred to in the preceding sentence), or any error, omission,
              interruption, loss or delay in transmission or delivery of any
              draft, notice or other communication under or relating to any
              Letter of Credit (including any document required to make a
              drawing thereunder), any error in interpretation of technical
              terms or any consequence arising from causes beyond the control of
              the Agent; provided that the foregoing shall not be construed to
              excuse the Agent from liability to the Borrower to the extent of
              any direct damages (as opposed to consequential damages, claims in
              respect of which are hereby waived by the Borrower to the extent
              permitted by applicable law) suffered by the Borrower that are
              caused by the Agent's failure to exercise care when determining
              whether drafts and other documents presented under a Letter of
              Credit comply with the terms thereof. The parties hereto expressly
              agree that, in the absence of gross negligence or willful
              misconduct on the part of the Agent (as finally determined by a
              court of competent jurisdiction), the Agent shall be deemed to
              have exercised care in each such determination. In furtherance of
              the foregoing and without limiting the generality thereof, the
              parties hereto expressly agree that, with respect to documents
              presented which appear on their face to be in substantial
              compliance with the terms of a Letter of Credit, the Agent may, in
              its sole discretion, either accept and make payment upon such
              documents without responsibility for further investigation or
              refuse to accept and make payment upon such documents if such
              documents are not in strict compliance with the terms of such
              Letter of Credit.

              (vii) The Borrower will pay to Agent a letter of credit fee with
              respect to each Letter of Credit equal to an amount, calculated on
              the basis of the face amount of each Letter of Credit, in each
              case for the period from and including the date of issuance of
              such Letter of Credit to and including the date of expiration or

                                       -16-
<PAGE>

              termination thereof, at a per annum rate equal to the Applicable
              Letter of Credit Margin PLUS $250, such fee to be due and payable
              in advance on the date of the issuance thereof. From each such
              letter of credit fee paid by the Borrower, the Agent will retain
              for its own account, in consideration of the Agent's fronting such
              Letter of Credit, a fee equal to seven one-hundredths of one
              percent (.07%) of the face amount of such Letter of Credit (the
              "Agent's Letter of Credit Fronting Fee"). After deducting the
              Agent's Letter of Credit Fronting Fee, the Agent will pay to each
              Bank an amount equal to the product of such Bank's Percentage
              TIMES the remainder of such letter of credit fee (after taking
              into account the Agent's retention of the Agent's Letter of Credit
              Fronting Fee). The Borrower agrees to provide written notice to
              the Agent within three (3) Business Days of the Borrower's senior
              debt becoming rated by Moody's or by Standard & Poors or, once the
              Borrower's senior debt has become so rated, of any change in the
              rating of the Borrower's senior debt by Moody's or by Standard &
              Poors. Any reduction in the Applicable Letter of Credit Margin
              shall become effective with respect to all Letters of Credit
              issued after the Borrower has provided three (3) Business Day's
              prior written notice to the Agent of the rating or change in
              rating of the Borrower's senior debt which entitles the Borrower
              to a reduction in the Applicable Letter of Credit Margin. Any
              increase in the Applicable Letter of Credit Margin shall become
              effective with respect to all Letters of Credit issued after the
              earlier to occur of (i) the date which is three (3) Business Days
              after the date on which the Agent becomes aware of a rating change
              in the Borrower's senior debt which subjects the Borrower to an
              increase in the Applicable Letter of Credit Margin, or (ii) the
              date which is three (3) Business Days after the Borrower has
              notified the Agent in writing of the rating change in the
              Borrower's senior debt which subjects the Borrower to an increase
              in the Applicable Letter of Credit Margin.

              (viii) In addition to the letter of credit fee described in CLAUSE
              (vii) above, the Borrower agrees to pay to the Agent for the
              Account of Agent, on written demand of the Agent from time to
              time, the administrative fees charged by the Agent in the ordinary
              course of business in connection with the honoring of drafts under
              Letters of Credit and all other activity with respect to Letters
              of Credit at the then-current rates of the Agent. All fees under
              CLAUSE (vii) above and under this clause (viii) shall be computed
              on the basis of a year of 360 days and paid for the actual number
              of days elapsed.

              (ix) The issuance by the Agent of each Letter of Credit shall, in
              addition to the other conditions precedent specified in this
              Agreement, be subject to the condition precedent that the Borrower
              shall have executed and delivered such applications and other
              instruments and agreements relating to such Letter of Credit as
              the Agent shall have reasonably requested (the "Letter of Credit
              Agreements"). In the event of a conflict between the terms of this
              Agreement and the terms of any Letter of Credit Agreement
              (including the charging of any fees other than normal and
              customary reimbursable expenses), the terms hereof shall control.

                                       -17-
<PAGE>

         (d) INDEMNIFICATION: RELEASE. Borrower hereby indemnifies and holds
         harmless the Agent and each Bank from and against any and all claims
         and damages, losses, liabilities, costs or expenses which the Agent or
         such Bank may incur (or which may be claimed against the Agent or such
         Bank by any Person whatsoever), regardless of whether caused in whole
         or in part by the negligence of any of the indemnified parties, in
         connection with the execution and delivery of any Letter of Credit or
         transfer of or payment or failure to pay under any Letter of Credit;
         PROVIDED that the Borrower shall not be required to indemnify any party
         seeking indemnification for any claims, damages, losses, liabilities,
         costs or expenses to the extent, but only to the extent, caused by (i)
         the willful misconduct or gross negligence of the party seeking
         indemnification, or (ii) by the failure by the party seeking
         indemnification to pay under any Letter of Credit after the
         presentation to it of a request required to be paid under applicable
         law.

         (e) BORROWER'S ABILITY TO OBTAIN LETTERS OF CREDIT OUTSIDE OF THIS
         AGREEMENT. Nothing in this SECTION 2.8 is intended to limit the ability
         of the Borrower to obtain letters of credit outside of this Agreement
         from financial institutions other than the Banks, provided that, after
         giving effect to any such letter of credit outside of this Agreement,
         the Borrower shall be in compliance with all provisions of this
         Agreement, including, without limitation, SECTION 9.9.

         Section 2.9  EXTENSION OF THE TERMINATION DATE.

         (a) The Borrower may, by notice to the Agent in substantially the form
         of EXHIBIT G hereto (a copy of which notice the Agent shall promptly
         deliver to each of the Banks) not less than sixty (60) days and not
         more than ninety (90) days prior to the Termination Date then in effect
         (the "Current Termination Date"), request that the Banks extend their
         respective Commitments for an additional 364 days from the Extension
         Consent Date (as defined below). Each Bank, acting in its sole
         discretion, shall, by notice to the Agent in substantially the form of
         EXHIBIT H hereto and given no later than the date occurring thirty (30)
         days prior to the Current Termination Date (such date, the "Extension
         Consent Date"), advise the Agent whether or not such Bank agrees to
         such extension; provided that each Bank that determines not to extend
         the Current Termination Date (a "Non-Extending Bank") shall notify the
         Agent of such fact promptly after such determination (but in any event
         no later than the Extension Consent Date) and any Bank that does not so
         advise the Agent on or before the Extension Consent Date shall be
         deemed to be a Non-Extending Bank. The election of any Bank to agree to
         such extension shall not obligate any other Bank to so agree. The
         Borrower shall have the right to request an extension of the
         Termination Date pursuant to this SECTION 2.9 not more than three (3)
         times.

         (b) The Agent shall notify the Borrower which Banks, if any, have
         elected to extend the Current Termination Date not later than
         twenty-one (21) days prior to the Current Termination Date. If (and
         only if) Banks holding at least two-thirds (66 2/3%) of the Aggregate
         Commitment shall have agreed to extend the Current Termination Date in
         accordance with the provisions of SECTION 2.9(a), then, effective as of
         the Current Termination Date, the Termination Date shall be extended to
         the date falling 364 days after the Current Termination Date (provided,
         if such date is not a Business Day, then the Termination Date as so
         extended shall be the next preceding Business Day). If Banks holding
         more than two-thirds (66 2/3%) but less than all of the Aggregate
         Commitment shall have elected to extend the Current Termination Date,
         the

                                       -18-
<PAGE>

         Commitment of each such extending Bank shall remain unchanged
         through the new Termination Date and the Aggregate Commitment shall be
         reduced to the aggregate of the Commitments of such extending Banks.

         (c) Notwithstanding the foregoing, the extension of the Termination
         Date shall not be effective with respect to any Bank unless:

              (i) no Default or Event of Default shall have occurred and be
              continuing on each of the date of the notice requesting such
              extension, the applicable Extension Consent Date and the
              applicable Current Termination Date;

              (ii) each of the representations and warranties of the Borrower in
              Article VII hereof shall be true and correct on and as of each of
              the date of the notice requesting such extension, the applicable
              Extension Consent Date and the applicable Current Termination Date
              with the same force and effect as if made on and as of each such
              date (or, if any such representation or warranty is expressly
              stated to have been made as of a specific date, as of such
              specific date);

              (iii) each Non-Extending Bank shall have been paid in full by the
              Borrower on or before the Current Termination Date all amounts
              owing to such Bank hereunder and under the other Loan Documents;
              and

         Even if the Termination Date is extended as aforesaid by certain of the
         Banks, the Commitment of each Non-Extending Bank shall terminate on the
         applicable Current Termination Date.

         (d) If the Borrower shall have requested an extension of the Current
         Termination Date pursuant to this SECTION 2.9, the Agent shall,
         simultaneously with the Agent's notice to the Borrower, notify each
         Bank as to whether or not the Current Termination Date shall have been
         so extended, specifying the individual Commitments of the respective
         Banks and the Aggregate Commitment of the Banks after giving effect to
         such extension. If requested by the Agent, the Borrower and the Banks
         shall enter into such amendments to this Agreement as the Agent shall
         require to evidence any extension of the Current Termination Date.

         Section 2.10 USE OF PROCEEDS. The proceeds of the Loans and the Letters
of Credit shall be used by the Borrower for its general corporate purposes.


                          ARTICLE III INTEREST AND FEES

         Section 3.1  INTEREST.

         (a) EURODOLLAR ADVANCES. The unpaid principal amount of each Eurodollar
         Advance shall bear interest prior to maturity at a rate per annum equal
         to the Eurodollar Rate (Reserve Adjusted) in effect for each Interest
         Period for such Eurodollar Advance plus the Applicable Eurodollar
         Margin. The Borrower agrees to provide written notice to the 

                                       -19-
<PAGE>

         Agent within three (3) Business Days of the Borrower's senior debt 
         becoming rated by Moody's or by Standard & Poors or, once the 
         Borrower's senior debt has become so rated, of any change in the rating
         of the Borrower's senior debt by Moody's or by Standard & Poors. Any 
         reduction in the Applicable Eurodollar Margin shall become effective 
         three (3) Business Days after the Borrower has so notified the Agent in
         writing of the rating or change in rating of the Borrower's senior debt
         which entitles the Borrower to a reduction in the Applicable Eurodollar
         Margin. Any increase in the Applicable Eurodollar Margin shall become 
         effective on the earlier to occur of (i) the date which is three (3) 
         Business Days after the date on which the Agent becomes aware of a 
         rating change in the Borrower's senior debt which subjects the Borrower
         to an increase in the Applicable Eurodollar Margin, or (ii) the date 
         which is three (3) Business Days after the Borrower has notified the 
         Agent in writing of the rating change in the Borrower's senior debt 
         which subjects the Borrower to an increase in the Applicable Eurodollar
         Margin.

         (b) FEDERAL FUNDS RATE ADVANCES. The unpaid principal amount of each
         Federal Funds Rate Advance shall bear interest prior to maturity at a
         rate per annum equal to the Federal Funds Rate plus the Applicable
         Federal Funds Rate Margin. The Borrower agrees to provide written
         notice to the Agent within three (3) Business Days of the Borrower's
         senior debt becoming rated by Moody's or by Standard & Poors or, once
         the Borrower's senior debt has become so rated, of any change in the
         rating of the Borrower's senior debt by Moody's or by Standard & Poors.
         Any reduction in the Applicable Federal Funds Rate Margin shall become
         effective three (3) Business Days after the Borrower has so notified
         the Agent in writing of the rating or change in rating of the
         Borrower's senior debt which entitles the Borrower to a reduction in
         the Applicable Federal Funds Rate Margin. Any increase in the
         Applicable Federal Funds Rate Margin shall become effective on the
         earlier to occur of (i) the date which is three (3) Business Days after
         the date on which the Agent becomes aware of a rating change in the
         Borrower's senior debt which subjects the Borrower to an increase in
         the Applicable Federal Funds Rate Margin, or (ii) the date which is
         three (3) Business Days after the Borrower has notified the Agent in
         writing of the rating change in the Borrower's senior debt which
         subjects the Borrower to an increase in the Applicable Federal Funds
         Rate Margin.

         (c) INTEREST AFTER MATURITY. Any amount of the Loans not paid when due,
         whether at the date scheduled therefor or earlier upon acceleration,
         shall bear interest until paid in full at a rate per annum equal to the
         greater of (i) two percent (2.00%) in excess of the rate applicable to
         the unpaid principal amount immediately before it became due, or (ii)
         two percent (2.00%) in excess of the Reference Rate in effect from time
         to time.

         Section 3.2 FACILITY FEES. The Borrower shall pay fees (the "Facility
Fees") to the Agent for the account of the Banks in an amount determined by
applying the Applicable Facility Fee Percentage to the amount of the Aggregate
Commitment of the Banks for the period from the date of this Agreement to the
Termination Date. The Borrower agrees to provide written notice to the Agent
within three (3) Business Days of the Borrower's senior debt becoming rated by
Moody's or by Standard & Poors or, once the Borrower's senior debt has become so
rated, of any change in the rating of the Borrower's senior debt by Moody's or
by Standard & Poors. Any reduction in the Applicable Facility Fee Percentage
shall become effective three (3) Business Days after the Borrower has so
notified the Agent in writing of the rating or change in rating of

                                       -20-
<PAGE>

the Borrower's senior debt which entitles the Borrower to a reduction in the 
Applicable Facility Fee Percentage. Any increase in the Applicable Facility 
Fee Percentage shall become effective on the earlier to occur of (i) the date 
which is three (3) Business Days after the date on which the Agent becomes 
aware of a rating change in the Borrower's senior debt which subjects the 
Borrower to an increase in the Applicable Facility Fee Percentage, or (ii) 
the date which is three (3) Business Days after the Borrower has notified the 
Agent in writing of the rating change in the Borrower's senior debt which 
subjects the Borrower to an increase in the Applicable Facility Fee 
Percentage.

         Section 3.3 COMPUTATION. Interest and Facility Fees shall be computed
on the basis of actual days elapsed and a year of 360 days.

         Section 3.4 PAYMENT DATES. Accrued interest under SECTION 3.1(a) and
(b) and Facility Fees shall be payable on the applicable Payment Dates. Accrued
interest under SECTION 3.1(c) shall be payable on demand.


           ARTICLE IV PAYMENTS, PREPAYMENTS, REDUCTION OR TERMINATION
                       OF THE CREDIT AND SETOFF

         Section 4.1 REPAYMENT. Unless the Banks shall have made the Term Loans
to repay the Revolving Loans in accordance with the provisions of SECTION
2.1(c), the outstanding principal balance of the Revolving Loans and of the
Swing Line Loans, together with all accrued and unpaid interest thereon, shall
be due and payable on the Termination Date. The outstanding principal balance of
each Term Loan shall be due and payable in seven (7) equal quarterly
installments sufficient to fully amortize the principal balance of such Term
Loan on the Term Loan Maturity Date, with the first such quarterly installment
commencing on the last day of the month of September immediately following the
making of the Term Loans, and with subsequent quarterly installments continuing
on the last day of each December, March, June and September thereafter until the
Term Loan Maturity Date, when the remaining outstanding principal balance of
such Term Loan, and all accrued interest thereon, shall be due and payable.

         Section 4.2 OPTIONAL PREPAYMENTS. The Borrower may, upon at least one
(1) Business Days' prior written or telephonic notice received by the Bank,
prepay the Loans, in whole or in part, at any time subject to the provisions of
SECTION 2.6, without any other premium or penalty. Any such prepayment must be
accompanied by accrued and unpaid interest on the amount prepaid. Each partial
prepayment shall be in an amount of $500,000 or an integral multiple thereof.
Any partial prepayment of the Term Loans shall be applied to the Term Loans in
inverse order of their maturity.

         Section 4.3 OPTIONAL REDUCTION OR TERMINATION OF COMMITMENTS. The
Borrower may, at any time, upon no less than three (3) Business Days prior
written or telephonic notice received by the Agent, reduce the Commitments of
all Banks, such reduction to be in a minimum amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and to be applied ratably to the
Commitments of the respective Banks. Upon any reduction in the Commitments
pursuant to this Section, the Borrower shall pay to the Agent for the account of
the Banks the amount, if any, by which the aggregate unpaid principal amount of
outstanding Loans plus the Letter of

                                       -21-
<PAGE>

Credit Obligations exceeds the total Commitments of all Banks as so reduced. 
Amounts so paid cannot be reborrowed. The Borrower may, at any time, upon not 
less than three (3) Business Days prior written notice to the Agent, 
terminate the Commitments in their entirety. Upon termination of the 
Commitments pursuant to this Section, the Borrower shall pay to the Agent for 
the account of the Banks the full amount of all outstanding Loans, all 
accrued and unpaid interest thereon, all unpaid Facility Fees accrued to the 
date of such termination and all other unpaid obligations of the Borrower to 
the Banks hereunder. All payments described in this Section are subject to 
the provisions of SECTION 2.6. Notwithstanding the foregoing, the Commitments 
may not be terminated or reduced to an amount below outstanding Letter of 
Credit Obligations if Letters of Credit are outstanding.

         Section 4.4 PAYMENTS. Payments and prepayments of principal of, and
interest on, the Notes, the Letter of Credit Obligations and all fees, expenses
and other obligations under the Loan Documents shall be made without set-off or
counterclaim in immediately available funds not later than 2:00 p.m.,
Minneapolis time, on the dates due at the main office of the Agent in
Minneapolis, Minnesota. Funds received on any day after such time shall be
deemed to have been received on the next Business Day. The Agent shall promptly
distribute in like funds to each Bank its Percentage share of each such payment
of principal, interest and Facility Fees. Subject to the definition of the term
"Interest Period", whenever any payment to be made under this Agreement, the
Notes or the other Loan Documents shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of any
interest or fees.

         Section 4.5 PRORATION OF PAYMENTS. If any Bank or other holder of a
Loan shall obtain any payment or other recovery (whether voluntary, involuntary,
by application of offset, pursuant to the guaranty hereunder, or otherwise) on
account of principal of, interest on, or fees with respect to any Loan, or
payment of any Letter of Credit Obligations, in any case in excess of the share
of payments and other recoveries of other Banks or holders, such Bank or other
holder shall purchase from the other Banks or holders, in a manner to be
specified by the Agent, such participations in the Loans or Letter of Credit
Obligations held by such other Banks or holders as shall be necessary to cause
such purchasing Bank or other holder to share the excess payment or other
recovery ratably with each of such other Banks or holders; PROVIDED, HOWEVER,
that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Bank or holder, the purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

                ARTICLE V ADDITIONAL PROVISIONS RELATING TO LOANS
                              AND LETTERS OF CREDIT

         Section 5.1 INCREASED COSTS. If, as a result of any law, rule,
regulation, treaty or directive, or any change therein or in the interpretation
or administration thereof, or compliance by the Banks with any request or
directive (whether or not having the force of law) from any court, central bank,
governmental authority, agency or instrumentality, or comparable agency:

         (a) any tax, duty or other charge with respect to any Loan, the Notes,
         the Letters of Credit or the Commitments is imposed, modified or deemed
         applicable, or the basis of taxation of payments to any Bank of
         interest or principal of the Loans or of the Facility

                                       -22-
<PAGE>

         Fees (other than taxes imposed on the overall net income of such Bank 
         by the jurisdiction in which such Bank has its principal office) is 
         changed;

         (b) any reserve, special deposit, special assessment or similar
         requirement against assets of, deposits with or for the account of, or
         credit extended by, any Bank is imposed, modified or deemed applicable;
         or

         (c) any other condition affecting this Agreement or the Commitments is
         imposed on any Bank or the relevant funding markets;

and such Bank determines that, by reason thereof, the cost to such Bank of
making or maintaining the Loans, issuing or participating in the Letters of
Credit or extending its Commitment is increased, or the amount of any sum
receivable by such Bank hereunder or under the Notes in respect of any Loan is
reduced;

THEN, the Borrower shall pay to such Bank upon demand such additional amount or
amounts as will compensate such Bank (or the controlling Person in the instance
of (c) above) for such additional costs or reduction (provided that such Bank
has not been compensated for such additional cost or reduction in the
calculation of the Eurodollar Reserve Rate). Simultaneously with such Bank's
demand for any such additional amount, the Bank shall submit to the Borrower a
certificate in reasonable detail of such Bank setting forth the basis for the
determination of such additional amount payable under this SECTION 5.1.
Determinations by each Bank for purposes of this SECTION 5.1 of the additional
amounts required to compensate such Bank shall be conclusive in the absence of
manifest error. In determining such amounts, the Banks may use any reasonable
averaging, attribution and allocation methods.

         Section 5.2 DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE OR
INADEQUATE; IMPRACTICABILITY. If the Agent determines (which determination shall
be conclusive and binding on the parties hereto) that:

         (a) deposits of the necessary amount for the relevant Interest Period
         for any Eurodollar Advance are not available in the relevant markets or
         that, by reason of circumstances affecting such market, adequate and
         reasonable means do not exist for ascertaining the Eurodollar Interbank
         Rate for such Interest Period;

         (b) the Eurodollar Rate (Reserve Adjusted) will not adequately and
         fairly reflect the cost to the Banks of making or funding the
         Eurodollar Advance for a relevant Interest Period; or

         (c) the making or funding of Eurodollar Advances has become
         impracticable as a result of any event occurring after the date of this
         Agreement which, in the opinion of the Agent, materially and adversely
         affects such Advances or any Bank's Commitment or the relevant market;

the Agent shall promptly give notice of such determination to the Borrower, and
(i) any notice of a new Eurodollar Advance previously given by the Borrower and
not yet borrowed or converted shall be deemed to be a notice to make a Federal
Funds Rate Advance, and (ii) the Borrower shall be obligated to either prepay in
full any outstanding Eurodollar Advances, without premium or penalty on the last
day of the current Interest Period with respect thereto or convert any such
Eurodollar Advance to a Federal Funds Rate Advance on such last day.

         Section 5.3 CHANGES IN LAW RENDERING EURODOLLAR ADVANCES UNLAWFUL. If
at any time due to the adoption of any law, rule, regulation, treaty or
directive, or any change therein or in the interpretation or administration
thereof by any court, central bank, governmental authority,

                                       -23-
<PAGE>

agency or instrumentality, or comparable agency charged with the 
interpretation or administration thereof, or for any other reason arising 
subsequent to the date of this Agreement, it shall become unlawful or 
impossible for any Bank to make or fund any Eurodollar Advance, the 
obligation of such Bank to provide such Advance shall, upon the happening of 
such event, forthwith be suspended for the duration of such illegality or 
impossibility. If any such event shall make it unlawful or impossible for the 
Bank to continue any Eurodollar Advance previously made by it hereunder, such 
Bank shall, upon the happening of such event, notify the Agent and the 
Borrower thereof in writing, and the Borrower shall, at the time notified by 
such Bank, either convert each such unlawful Advance to a Federal Funds Rate 
Advance or repay such Advance in full, together with accrued interest 
thereon, subject to the provisions of SECTION 2.6.

         Section 5.4 CAPITAL ADEQUACY. The Borrower shall pay directly to each
Bank from time to time on request of such Bank such amounts as such Bank may
determine to be necessary to compensate such Bank (or, without duplication, the
bank holding company of which such Bank is a subsidiary) for any costs that it
determines are attributable to the maintenance by such Bank (or such bank
holding company), pursuant to any law or regulation or any interpretation,
directive or request (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) of any court or governmental or
monetary authority (i) following any Regulatory Change or (ii) implementing at
the national level any risk-based capital guideline or other requirement
(whether or not having the force of law and whether or not the failure to comply
therewith would be unlawful) hereafter issued by any government or governmental
or supervisory authority implementing the Basle Accord (including, without
limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of
the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225,
Appendix A) and the Final Risk-Based Capital Guidelines of the Office of the
Comptroller of the Currency (12 CFR Part 3, Appendix A)), of capital in respect
of its Commitment, Loans or participation in Letters of Credit (such
compensation to include, without limitation, an amount equal to any reduction of
the rate of return on assets or equity of such Bank (or such bank holding
company) to a level below that which such Bank (or such bank holding company)
could have achieved but for such law, regulation, interpretation, directive or
request). Simultaneously with such Bank's request for any such amount, the Bank
shall submit to the Borrower a certificate in reasonable detail of such Bank
setting forth the basis for the determination of such amount payable under this
SECTION 5.4. Determinations by each Bank for purposes of this SECTION 5.4 shall
be conclusive in the absence of manifest error. In determining such amounts, the
Banks may use any reasonable averaging, attribution and allocation methods. For
purposes of this SECTION 5.4, "Regulatory Change" shall mean, with respect to
any Bank, any change after the date of this Agreement in Federal, state or
foreign law or regulations (including, without limitation, Regulation D) or the
adoption or making after such date of any interpretation, directive or request
applying to a class of banks (other than those applying solely to banks formally
determined by the applicable regulator to be in a financially troubled
condition) including such Bank of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof. For
purposes of this SECTION 5.4, "Basle Accord" shall mean the proposals for
risk-based capital framework described by the Basle Committee on Banking
Regulations and Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time to time or any
replacement thereof.

         Section 5.5 DISCRETION OF THE BANKS AS TO MANNER OF FUNDING.
Notwithstanding any provision of this Agreement to the contrary, each Bank shall
be entitled to fund and maintain its funding of all or any part of the Loans in
any manner it elects; it being understood, however, that for purposes of this
Agreement, all determinations hereunder shall be made as if the Banks had
actually funded and maintained each Eurodollar Advance during the Interest
Period for such Advance through the purchase of deposits having a term
corresponding to such Interest Period and bearing an interest rate equal to the
Eurodollar Interbank Rate for such Interest Period.

                                       -24-
<PAGE>

                         ARTICLE VI CONDITIONS PRECEDENT

         Section 6.1 CONDITIONS OF INITIAL LOAN OR INITIAL LETTERS OF CREDIT.
The obligation of the Banks to make the initial Loan hereunder or of the Agent
to issue the initial Letter of Credit hereunder shall be subject to the
satisfaction of the conditions precedent, in addition to the applicable
conditions precedent set forth in SECTION 6.2 below, that the Agent shall have
received all of the following, in form and substance satisfactory to the Agent,
each duly executed and certified or dated the date of the initial Loan or the
initial Letter of Credit, as applicable, or such other date as is satisfactory
to the Agent:

         (a) The Revolving Notes and the Swing Line Note executed by a duly
         authorized officer (or officers) of the Borrower.

         (b) A copy of the corporate resolution of the Borrower authorizing the
         execution, delivery and performance of the Loan Documents, certified by
         the Secretary or an Assistant Secretary of the Borrower.

         (c) An incumbency certificate showing the names and titles, and bearing
         the signatures of, the officers of the Borrower authorized to execute
         the Loan Documents and to request Loans and Letters of Credit
         hereunder, certified by the Secretary or an Assistant Secretary of the
         Borrower.

         (d) A copy of the Articles or Certificate of Incorporation of the
         Borrower with all amendments thereto, certified by the appropriate
         governmental official of the jurisdiction of its incorporation.

         (e) A Certificate of Good Standing for the Borrower in the jurisdiction
         of its incorporation, certified by the appropriate governmental
         officials.

         (f) A copy of the By-Laws of the Borrower with all amendments thereto,
         certified by the Secretary or an Assistant Secretary of the Borrower.

         (g) An opinion of counsel to the Borrower, addressed to the Agent and
         the Banks, in form and content acceptable to the Agent and its counsel

         Section 6.2 CONDITIONS PRECEDENT TO ALL LOANS AND ALL LETTERS OF
CREDIT. The obligation of the Banks to make any Loan hereunder (including the
initial Loan) and of the Agent to issue any Letter of Credit hereunder
(including the initial Letter of Credit) shall be subject to the satisfaction of
the following conditions precedent (and any request for a Loan or a Letter of
Credit shall be deemed a representation and warranty by the Borrower that the
following have been satisfied):

         (a) Before and after giving effect to such Loan or such Letter of
         Credit, as applicable, the representations and warranties contained in
         ARTICLE VII shall be true and correct, as though made on the date of
         such Loan or such Letter of Credit, as applicable (except to the extent
         that any such representation or warranty is expressly stated to have
         been 

                                       -25-
<PAGE>

         made as of a specific date, then such representation or warranty
         shall be true and correct as of such specific date).

         (b) Before and after giving effect to such Loan or such Letter of
         Credit, as applicable, no Default or Event of Default shall have
         occurred and be continuing.

                   ARTICLE VII REPRESENTATIONS AND WARRANTIES

         To induce the Agent and the Banks to enter into this Agreement, to
grant the Commitments and to make Loans and to issue Letters of Credit
hereunder, the Borrower represents and warrants to the Agent and the Banks:

         Section 7.1 ORGANIZATION, STANDING, ETC. The Borrower and each of its
corporate Subsidiaries are corporations duly incorporated and validly existing
and in good standing under the laws of the jurisdiction of their respective
incorporation and have all requisite corporate power and authority to carry on
their respective businesses as now conducted and to (in the instance of the
Borrower) enter into the Loan Documents and to perform its obligations under the
Loan Documents. The Borrower and each of its Subsidiaries are duly qualified and
in good standing as a foreign corporation in each jurisdiction in which the
character of the properties owned, leased or operated by it or the business
conducted by it makes such qualification necessary.

         Section 7.2 AUTHORIZATION AND VALIDITY. The execution, delivery and
performance by the Borrower of the Loan Documents have been duly authorized by
all necessary corporate action by the Borrower, and the Loan Documents
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms, subject to
limitations as to enforceability which might result from bankruptcy, insolvency,
moratorium and other similar laws affecting creditors' rights generally and
subject to limitations on the availability of equitable remedies.

         Section 7.3 NO CONFLICT; NO DEFAULT. The execution, delivery and
performance by the Borrower of the Loan Documents will not (a) violate any
provision of any law, statute, rule or regulation or any order, writ, judgment,
injunction, decree, determination or award of any court, governmental agency or
arbitrator presently in effect having applicability to the Borrower, (b) violate
or contravene any provisions of the Articles (or Certificate) of Incorporation
or by-laws of the Borrower, or (c) result in a breach of or constitute a default
under any indenture, loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or any of its
properties may be bound or result in the creation of any Lien on any asset of
the Borrower or any Subsidiary. Neither the Borrower nor any Subsidiary is in
default under or in violation of any such law, statute, rule or regulation,
order, writ, judgment, injunction, decree, determination or award or any such
indenture, loan or credit agreement or other agreement, lease or instrument in
any case in which the consequences of such default or violation could constitute
an Adverse Event. No Default or Event of Default has occurred and is continuing.

         Section 7.4 GOVERNMENT CONSENT. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority is required on the
part of the Borrower to authorize, or is required in

                                       -26-
<PAGE>

connection with the execution, delivery and performance of, or the legality, 
validity, binding effect or enforceability of, the Loan Documents.

         Section 7.5 FINANCIAL STATEMENTS AND CONDITION. The audited financial
statements of Interra Financial Incorporated (now the Borrower) as of December
31, 1997 and of Dain Bosworth Incorporated, Rauscher Pierce Refsnes, Inc. and
Interra Clearing Services Inc. (Dain Bosworth Incorporated, Rauscher Pierce
Refsnes, Inc. and Interra Clearing Services Inc. have now been merged into Dain
Rauscher Incorporated) as of December 31, 1997, and the unaudited pro forma
consolidating balance sheets of Dain Rauscher Incorporated as of December 31,
1997, as heretofore furnished to the Banks, have been prepared in accordance
with GAAP on a consistent basis and fairly present the financial condition of
the foregoing entities as at such dates and the results of their operations and
changes in financial position for the respective periods then ended. As of the
dates of such financial statements, none of the foregoing entities had any
material obligation, contingent liability, liability for taxes or long-term
lease obligation which is not reflected in such financial statements or in the
notes thereto. Since December 31, 1997, no Adverse Event has occurred.

         Section 7.6 LITIGATION AND CONTINGENT LIABILITIES. Except as described
in EXHIBIT B, there are no actions, suits or proceedings pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
Subsidiary or any of their properties before any court or arbitrator, or by any
governmental agency or instrumentality which, if determined adversely to the
Borrower or such Subsidiary, could constitute an Adverse Event. Except as
described in EXHIBIT C, neither the Borrower nor any Subsidiary has any
contingent liabilities which are material to the Borrower and the Subsidiaries
as a consolidated enterprise.

         Section 7.7 COMPLIANCE. The Borrower and its Subsidiaries are in
compliance with all statutes and governmental rules and regulations applicable
to them, except where failure to be in compliance, individually or in the
aggregate, could not reasonably be expected to result in an Adverse Event.

         Section 7.8 ENVIRONMENTAL, HEALTH AND SAFETY LAWS. There does not exist
any violation by the Borrower or any Subsidiary of any applicable federal, state
or local law, rule or regulation or order of any government, governmental
department, board, agency or other instrumentality relating to environmental,
pollution, health or safety matters which will or threatens to impose a material
liability on the Borrower or a Subsidiary or which would require a material
expenditure by the Borrower or such Subsidiary to cure. Neither the Borrower nor
any Subsidiary has received any notice to the effect that any part of its
operations or properties is not in material compliance with any such law, rule,
regulation or order or notice that it or its property is the subject of any
governmental investigation evaluating whether any remedial action is needed to
respond to any release of any toxic or hazardous waste or substance into the
environment, the consequences of which non-compliance or remedial action could
constitute an Adverse Event.

         Section 7.9 ERISA. Each Plan complies with all material applicable
requirements of ERISA and the Code and with all material applicable rulings and
regulations issued under the provisions of ERISA and the Code setting forth
those requirements. No Reportable Event, other than a Reportable Event for which
the reporting requirements have been waived by regulations of the PBGC, has
occurred and is continuing with respect to any Plan. All of the minimum funding
standards applicable to such Plans have been satisfied and there exists no event
or

                                       -27-
<PAGE>

condition which would permit the institution of proceedings to terminate any 
Plan under Section 4042 of ERISA. The current value of the Plans' benefits 
guaranteed under Title IV or ERISA does not exceed the current value of the 
Plans' assets allocable to such benefits.

         Section 7.10 MARGIN REGULATIONS. Certain of the Material Subsidiaries
of the Borrower are broker-dealers subject to Regulation T. The Material
Subsidiaries of the Borrower which are subject to Regulation T maintain
procedures and internal controls reasonably adapted to insure that such Material
Subsidiaries do not extend or maintain credit to or for their respective
customers other than in accordance with the provisions of Regulation T. Neither
the making of any Loan hereunder, nor the use of the proceeds thereof, will
violate the provisions of Regulation T, U or X.

         Section 7.11 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and the
Subsidiaries has good and marketable title to its real properties and good and
sufficient title to its other properties, including all properties and assets
referred to as owned by the Borrower and its Subsidiaries in the audited
financial statement of the Borrower referred to in SECTION 7.5 (other than
property disposed of since the date of such financial statement in the ordinary
course of business). None of the properties, revenues or assets of the Borrower
is subject to a Lien, except for (a) Liens disclosed in the financial statements
referred to in SECTION 7.5, (b) Liens listed on EXHIBIT D, or (c) Liens allowed
under SECTION 9.10.

         Section 7.12 TAXES. Each of the Borrower and the Subsidiaries has filed
all federal, state and local tax returns required to be filed and has paid or
made provision for the payment of all taxes due and payable pursuant to such
returns and pursuant to any assessments made against it or any of its property
and all other taxes, fees and other charges imposed on it or any of its property
by any governmental authority (other than taxes, fees or charges the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in accordance with GAAP have been
provided on the books of the Borrower). No tax Liens have been filed and no
material claims are being asserted with respect to any such taxes, fees or
charges. The charges, accruals and reserves on the books of the Borrower in
respect of taxes and other governmental charges are adequate.

         Section 7.13 TRADEMARKS, PATENTS. Each of the Borrower and the
Subsidiaries possesses or has the right to use all of the patents, trademarks,
trade names, service marks and copyrights, and applications therefor, and all
technology, know-how, processes, methods and designs used in or necessary for
the conduct of its business, without known conflict with the rights of others.

         Section 7.14 INVESTMENT COMPANY ACT. Neither the Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an investment
company within the meaning of the Investment Company Act of 1940, as amended.

         Section 7.15 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower
nor any Subsidiary is a "holding company" or a "subsidiary company" of a holding
company or an "affiliate" of a holding company or of a subsidiary company of a
holding company within the meaning of the Public Utility Holding Company Act of
1935, as amended.

                                       -28-
<PAGE>

         Section 7.16 SUBSIDIARIES. EXHIBIT E sets forth as of the date of this
Agreement a list of all Subsidiaries which are directly owned by the Borrower
and which are currently operating and the number and percentage of the shares of
each class of capital stock owned beneficially or of record by the Borrower
therein, and the jurisdiction of incorporation of each such Subsidiary.

         Section 7.17 REGISTERED BROKER-DEALER; MEMBERSHIP. Each Subsidiary
engaged in the business of a securities broker-dealer is duly registered with
the Securities and Exchange Commission as a broker-dealer and is a member in
good standing of the National Association of Securities Dealers, Inc. and of the
New York Stock Exchange, Inc.

         Section 7.18 ASSESSMENTS BY THE SECURITIES INVESTOR PROTECTION
CORPORATION. Each Subsidiary engaged in the business of a securities
broker-dealer is not in arrears with respect to any assessment made upon it by
the Securities Investor Protection Corporation.

                       ARTICLE VIII AFFIRMATIVE COVENANTS

         From the date of this Agreement and thereafter until the Commitments
are terminated or expire and the Loans, the Letter of Credit Obligations and all
other liabilities of the Borrower to the Banks and/or the Agent hereunder and
under the other Loan Documents have been paid in full, the Borrower agrees that:

         Section 8.1 FINANCIAL STATEMENTS AND REPORTS. The Borrower will furnish
to the Banks:

         (a) As soon as available and in any event within 90 days after the end
         of each fiscal year of the Borrower, the annual audit reports of the
         Borrower and Dain Rauscher Incorporated and the unaudited financial
         statements of Dain Rauscher Lending Services prepared on a consolidated
         basis and in conformity with GAAP, consisting of at least statements of
         income, cash flow and stockholders' equity, and a consolidated balance
         sheet as at the end of such year, setting forth in each case in
         comparative form corresponding figures from the previous annual audit,
         certified without qualification by certified public independent
         auditors of recognized standing selected by the Borrower and acceptable
         to the Agent.

         (b) Together with the audited financial statements required under
         SECTION 8.1(a), a statement by the firm of certified public independent
         auditors performing such audit stating that it has reviewed this
         Agreement and that in performing its examination nothing came to its
         attention that caused it to believe that any Default or Event of
         Default exists in respect of the Borrower's covenants set forth in
         SECTIONS 9.8, 9.9, 9.13 or 9.14, or, if such Default or Event of
         Default exists, describing its nature.

         (c) As soon as available and in any event within 45 days after the end
         of each fiscal quarter of each fiscal year of the Borrower, copies of
         the unaudited consolidated and consolidating balance sheets and income
         statements of the Borrower and its Subsidiaries prepared in accordance
         with GAAP applied on a basis consistent with the accounting practices
         applied in the annual audit reports referred to in SECTION 8.1(a),
         signed by the Borrower's treasurer or chief financial officer, for such
         quarter and for the period from the beginning of such fiscal year to
         the end of such quarter.

                                       -29-
<PAGE>

         (d) Together with the financial statements furnished by the Borrower
         under SECTIONS 8.1(a) and 8.1(c), a Compliance Certificate signed by
         the treasurer or the chief financial officer of the Borrower
         demonstrating in reasonable detail compliance (or noncompliance, as the
         case may be) with each of the financial ratios and restrictions
         contained in ARTICLE IX and stating that as at the date of each such
         financial statement there did not exist any Default or Event of Default
         or, if such Default or Event of Default existed, specifying the nature
         and period of existence thereof and what action the Borrower proposes
         to take with respect thereto.

         (e) Immediately upon becoming aware of any Default or Event of Default,
         a notice describing the nature thereof and what action the Borrower
         proposes to take with respect thereto.

         (f) Immediately upon becoming aware of the occurrence, with respect to
         any Plan, of any Reportable Event (other than a Reportable Event for
         which the reporting requirements have been waived by PBGC regulations)
         or any "prohibited transaction" (as defined in Section 4975 of the
         Code), a notice specifying the nature thereof and what action the
         Borrower proposes to take with respect thereto, and, when received,
         copies of any notice from PBGC of intention to terminate or have a
         trustee appointed for any Plan.

         (g) As soon as available and in any event within 15 days after mailing
         or filing thereof, copies of all financial statements, reports and
         proxy statements mailed to the Borrower's shareholders.

         (h) As soon as available and in any event within 15 days after filing
         thereof, copies of all quarterly FOCUS reports, proposed subordination
         filings and notices of all material violations of rules and regulations
         of the Securities and Exchange Commission or any material securities
         exchange which the Borrower or any Subsidiary shall file with the
         Securities and Exchange Commission or any material securities exchange;

         (i) Immediately upon becoming aware of the occurrence thereof, notice
         of the suspension or expulsion of any Subsidiary from membership in the
         New York Stock Exchange, Inc. or from membership in the National
         Association of Securities Dealers, Inc.;

         (j) Immediately upon becoming aware of the occurrence thereof, notice
         of the institution of any litigation, arbitration or governmental
         proceeding which could result in an Adverse Event, notice of any
         development in any pending litigation, arbitration or governmental
         proceeding which could result in an Adverse Event and notice of the
         rendering of a judgment or decision in any litigation, arbitration or
         governmental proceeding which could result in an Adverse Event, and, in
         any such circumstance, the steps being taken by the Person affected by
         such circumstance.

         (k) Immediately upon becoming aware of the occurrence thereof, notice
         of any violation as to any environmental matter by the Borrower or any
         Subsidiary and of the commencement of any judicial or administrative
         proceeding relating to health, safety or environmental matters (i) in
         which an adverse determination or result could result in the revocation
         of or have a material adverse effect on any operating permits, air
         emission 

                                       -30-
<PAGE>

         permits, water discharge permits, hazardous waste permits or other 
         permits held by the Borrower or any Subsidiary which are material
         to the operations of the Borrower or such Subsidiary, or (ii) which
         will or threatens to impose a material liability on the Borrower or
         such Subsidiary to any Person or which will require a material
         expenditure by the Borrower or such Subsidiary to cure any alleged
         problem or violation.

         (l) From time to time, such other information regarding the business,
         operation and financial condition of the Borrower and the Subsidiaries
         as any Bank may reasonably request.

         Section 8.2 CORPORATE EXISTENCE. The Borrower will, and will cause each
Subsidiary to, maintain its corporate existence in good standing under the laws
of its jurisdiction of incorporation and its qualification to transact business
in each jurisdiction in which the character of the properties owned, leased or
operated by it or the business conducted by it makes such qualification
necessary.

         Section 8.3 INSURANCE. The Borrower will, and will cause each
Subsidiary to, maintain with financially sound and reputable insurance companies
such insurance as may be required by law and such other insurance in such
amounts and against such hazards as is customary in the case of reputable
corporations engaged in the same or similar business and similarly situated.

         Section 8.4 PAYMENT OF TAXES AND CLAIMS. The Borrower will, and will
cause each Subsidiary to, file all tax returns and reports which are required by
law to be filed by it and pay before they become delinquent all taxes,
assessments and governmental charges and levies imposed upon it or its property
and all claims or demands of any kind (including, without limitation, those of
suppliers, mechanics, carriers, warehouses, landlords and other like Persons)
which, if unpaid, might result in the creation of a Lien upon its property;
PROVIDED that the foregoing items need not be paid if they are being contested
in good faith by appropriate proceedings, and as long as the Borrower's or such
Subsidiary's title to its property is not materially adversely affected, its use
of such property in the ordinary course of its business is not materially
interfered with and adequate reserves with respect thereto have been set aside
on the Borrower's or such Subsidiary's books in accordance with GAAP.

         Section 8.5 INSPECTION. The Borrower will, and will cause each
Subsidiary to, permit any Person designated by any Bank to visit and inspect any
of its properties, corporate books and financial records, to examine and to make
copies of its books of accounts and other financial records, and to discuss the
affairs, finances and accounts of the Borrower and the Subsidiaries with, and to
be advised as to the same by, its officers at such reasonable times and
intervals as such Bank may designate.

         Section 8.6 MAINTENANCE OF PROPERTIES. The Borrower will, and will
cause each Subsidiary to, maintain its properties used or useful in the conduct
of its business in good condition, repair and working order, and supplied with
all necessary equipment, and make all necessary repairs, renewals, replacements,
betterments and improvements thereto, all as may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times.

                                       -31-
<PAGE>

         Section 8.7 BOOKS AND RECORDS. The Borrower will, and will cause each
Subsidiary to, keep adequate and proper records and books of account in which
full and correct entries will be made of its dealings, business and affairs.

         Section 8.8 COMPLIANCE. The Borrower will, and will cause each
Subsidiary to, comply in all respects with all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject,
except where failure to be in compliance, individually or in the aggregate,
could not reasonably be expected to result in an Adverse Event.

         Section 8.9 ERISA. The Borrower will, and will cause each Subsidiary
to, maintain each Plan in compliance with all material applicable requirements
of ERISA and of the Code and with all material applicable rulings and
regulations issued under the provisions of ERISA and of the Code.

         Section 8.10 ENVIRONMENTAL MATTERS. The Borrower will, and will cause
each Subsidiary to, observe and comply with all laws, rules, regulations and
orders of any government or government agency relating to health, safety,
pollution, hazardous materials or other environmental matters to the extent
non-compliance could result in a material liability or otherwise constitute or
result in an Adverse Event.

         Section 8.11 GENERAL NET CAPITAL REQUIREMENT. The Borrower will cause
each Subsidiary subject to Rule 15c3-1 to at all times maintain its Net Capital
as required by Rule 15c3-1.


                          ARTICLE IX NEGATIVE COVENANTS

         From the date of this Agreement and thereafter until the Commitments
are terminated or expire and the Loans, the Letter of Credit Obligations and all
other liabilities of the Borrower to the Banks and/or the Agent hereunder and
under the other Loan Documents have been paid in full, the Borrower agrees that:

         Section 9.1 MERGER AND CONSOLIDATION. The Borrower will not, and will
not permit any Subsidiary to, merge or consolidate or enter into any analogous
reorganization or transaction with any Person; PROVIDED, HOWEVER, that the
restrictions contained in this SECTION 9.1 shall not apply to or prevent the
following so long as no Event of Default exists:

         (a) any wholly-owned Subsidiary may be merged with or liquidated into
         the Borrower (if the Borrower is the surviving corporation) or any
         other wholly-owned Subsidiary of the Borrower; and

         (b) the acquisition of all or substantially all of the assets or stock
         of any Person to the extent permitted by SECTION 9.8(g).

         Section 9.2 SALE OF ASSETS. The Borrower will not, and will not permit
any Material Subsidiary to, sell, transfer, lease or otherwise convey all or any
substantial part of its assets other than in the ordinary course of business and
except for sales or other transfers by a wholly-owned Subsidiary to the Borrower
or another wholly-owned Subsidiary of the Borrower.

                                       -32-
<PAGE>

         Section 9.3 PLANS. The Borrower will not, and will not permit any
Material Subsidiary to, permit any condition to exist in connection with any
Plan which might constitute grounds for the PBGC to institute proceedings to
have such Plan terminated or a trustee appointed to administer such Plan, permit
any Plan to terminate under any circumstances which would cause the lien
provided for in Section 4068 of ERISA to attach to any property, revenue or
asset of the Borrower or any Material Subsidiary or permit the underfunded
amount of Plan benefits guaranteed under Title IV of ERISA to exceed $5,000,000.

         Section 9.4 CHANGE IN NATURE OF BUSINESS. The Borrower will not, and
will not permit any Subsidiary to, conduct any business other than the business
of the Borrower or of such Subsidiary carried on as of the date hereof and such
other businesses which are related to the broker-dealer, investment banking and
related financial services activities of the Borrower or such Subsidiary.

         Section 9.5 OWNERSHIP OF STOCK IN MATERIAL SUBSIDIARIES. The Borrower
will not, and will not permit any Material Subsidiary to, take any action which
would result in a decrease in the Borrower's ownership interest in any Material
Subsidiary (including, without limitation, decrease in the percentage of the
shares of any class of stock in a Material Subsidiary).

         Section 9.6 OTHER AGREEMENTS. The Borrower will not, and will not
permit any Material Subsidiary to, enter into any agreement, bond, note or other
instrument with or for the benefit of any Person other than the Banks which
would: (a) contain a covenant generally prohibiting the Borrower or such
Material Subsidiary from granting Liens to the Banks; provided, however, nothing
in this SECTION 9.6(a) shall prohibit any Material Subsidiary from granting
Liens in specific assets to other Persons and from agreeing not to grant Liens
in such specific assets to the Banks; (b) be violated or breached by the
Borrower's performance of its obligations under the Loan Documents; or (c)
prohibit or otherwise limit in any way or to any extent the ability of any
Subsidiary to declare or pay dividends to the Borrower.

         Section 9.7 RESTRICTED PAYMENTS. The Borrower will not, and will not
permit any Subsidiary to, either: (a) purchase or redeem or otherwise acquire
for value any shares of the Borrower's or any Subsidiary's stock, declare or pay
any dividends thereon (other than stock dividends and dividends payable solely
to the Borrower), make any distribution on, or payment on account of the
purchase, redemption, defeasance or other acquisition or retirement for value
of, any shares of the Borrower's or any Subsidiary's stock or set aside any
funds for any such purpose (other than payment to, or on account of or for the
benefit of, the Borrower only) if a Default or Event of Default has occurred and
is continuing or if, after giving effect to any such purchases, redemption,
acquisition, dividend, distribution or payment, a Default or an Event of Default
would have occurred and be continuing; or (b) directly or indirectly make any
payment on, or redeem, repurchase, defease, or make any sinking fund payment on
account of, or any other provision for, or otherwise pay, acquire or retire for
value, any Indebtedness of the Borrower or any Subsidiary that is subordinated
in right of payment to the Loans (whether pursuant to its terms or by operation
of law), except for regularly-scheduled payments of interest and principal
(which shall not include payments contingently required upon occurrence of a
change of control or other event) that are not otherwise prohibited hereunder or
under the document or agreement stating the terms of such subordination.

                                       -33-
<PAGE>

         Section 9.8 INVESTMENTS. The Borrower will not make, and the Borrower
will not permit to exist, any direct or indirect investment (whether by means of
equity, debt or otherwise) by the Borrower in any other Person, except:

         (a) Investments by the Borrower in Dain Rauscher Incorporated;

         (b) Investments by the Borrower or Dain Rauscher Incorporated in
         Subsidiaries other than Dain Rauscher Incorporated in an aggregate
         amount not to exceed at any time eight percent (8%) of the Borrower's
         Consolidated Net Worth;

         (c) Investments made after the date of this Agreement to acquire all or
         substantially all of the assets or stock of other Persons, provided
         that (i) the sum of all cash consideration paid, the current market
         value (as of the date of such Investment) of all property given and all
         Indebtedness incurred and assumed in connection with all such
         investments made after the date of this Agreement shall not exceed an
         aggregate amount of $100,000,000 and (ii) any Person whose assets or
         stock are so acquired shall be engaged solely in a business carried on
         by the Borrower or a Subsidiary of the Borrower on the date of this
         Agreement. The investments made by the Borrower to acquire WAH pursuant
         to the WAH Acquisition Agreement shall be excluded for purposes of
         determining the Borrower's compliance with this SECTION 9.8(c).

         Section 9.9 INDEBTEDNESS AND CONTINGENT LIABILITIES. The Borrower will
not incur, create, issue, assume or suffer to exist any Indebtedness or agree to
maintain the net worth of or working capital of, or provide funds to, satisfy
any other financial covenants applicable to, any other Person, except:

         (a) Indebtedness under this Agreement and the other Loan Documents;

         (b) Current liabilities of the Borrower, other than for borrowed money,
         incurred in the ordinary course of business;

         (c) Indebtedness (other than Indebtedness permitted under SECTIONS
         9.9(a), 9.9(d) and 9.9(e)) in an aggregate amount not to exceed at any
         time $50,000,000; PROVIDED, HOWEVER, that the sum of the Borrower's
         Indebtedness permitted under this SECTION 9.9(c) and the Borrower's
         guarantees permitted under SECTION 9.9(d) below shall not exceed at any
         time an aggregate amount of $125,000,000 (the WAH Subordinated
         Debentures (i) shall not be included as Indebtedness for purposes of
         determining the Borrower's compliance with the $50,000,000 requirement
         of this SECTION 9.9(c) and (ii) shall be included as Indebtedness for
         purposes of determining the Borrower's compliance with the $125,000,000
         requirement of this SECTION 9.9(c);

         (d) Guarantees by the Borrower of Indebtedness for borrowed money of
         Dain Rauscher Lending Services in an aggregate amount not to exceed at
         any time $100,000,000; PROVIDED, HOWEVER, that (i) such guarantees
         shall be permitted only for so long as the Borrower and Dain Rauscher
         Lending Services are in compliance with each of the following
         requirements: (A) the credit facilities under which Dain Rauscher
         Lending Services has incurred such guaranteed Indebtedness are made
         available by one or more of the Banks, (B) the aggregate amount of such
         guaranteed Indebtedness

                                       -34-
<PAGE>

         which Dain Rauscher Lending Services may borrow under such credit 
         facilities shall not exceed at any time an aggregate amount of 
         $100,000,000, (C) all of such guaranteed Indebtedness shall be 
         secured by Dain Rauscher Lending Services' pledge of the underlying 
         loans made by Dain Rauscher Lending Services to its customers, 
         including the stock pledged by customers of Dain Rauscher Lending 
         Services to Dain Rauscher Lending Services, (D) if the stock 
         pledged by the customers of Dain Rauscher Lending Services to Dain 
         Rauscher Lending Services are subject to Rule 144/Rule 145 
         restrictions, such pledged stock meets Rule 144/Rule 145 
         requirements for saleability and are not subject to a lockup or 
         other restrictions; and (E) all loans made by Dain Rauscher Lending 
         Services to its customers meet the following maximum loan to market 
         value collateral requirements with respect to the stock pledged by 
         such customers: (1) with respect to each loan at the time such loan 
         is made, the ratio of the loan amount to the market value of the 
         pledged stock is not more than 50% and (2) with respect to each 
         loan at all times after the time such loan is made, the ratio of 
         the loan amount to the market value of the pledged stock value is 
         not more than 65%; and (ii) the sum of the Borrower's guarantees of 
         Indebtedness for borrowed money of Dain Rauscher Lending Services 
         permitted under this SECTION 9.9(d) and the Borrower's Indebtedness 
         permitted under SECTION 9.9(c) above shall not exceed at any time 
         the aggregate amount of $125,000,000 (the WAH Subordinated 
         Debentures shall be included as Indebtedness for purposes of 
         determining the Borrower's compliance with the $125,000,000 
         requirement of this SECTION 9.9(d)(ii));

         (e) Guaranties by the Borrower of existing subordinated loans to Dain
         Bosworth and Rauscher Pierce Refsnes in the aggregate amount of
         $15,083,324 as of the date of this Agreement and maturing on October 1,
         1998; provided, however, that this exception shall not apply to any
         extension or renewal of such loans or to any increase in the principal
         amounts thereof;

         (f) The WAH Subordinated Debentures.

         Section 9.10 LIENS. The Borrower will not create, incur, assume or
suffer to exist any Lien with respect to any of its property, revenues or assets
now owned or hereafter arising or acquired, except:

         (a) Liens in connection with the acquisition of property after the date
         hereof by way of purchase money mortgage, conditional sale or other
         title retention agreement, Capitalized Lease or other deferred payment
         contract, and attaching only to the property being acquired if the
         Indebtedness secured thereby does not exceed 100% of the fair market
         value of such property at the time of acquisition thereof;

         (b) Liens existing on the date of this Agreement and disclosed on
         EXHIBIT D hereto;

         (c) Deposits or pledges to secure payment of workers' compensation,
         unemployment insurance, old age pensions or other social security
         obligations, in the ordinary course of business of the Borrower or a
         Subsidiary;

                                       -35-
<PAGE>

         (d)   Liens for taxes, fees, assessments and governmental charges not
         delinquent or to the extent that payments therefor shall not at the
         time be required to be made in accordance with the provisions of
         SECTION 8.4; and

         (e)   Deposits to secure the performance of bids, trade contracts,
         leases, statutory obligations and other obligations of a like nature
         incurred in the ordinary course of business.

         Section 9.11 TRANSACTIONS WITH RELATED PARTIES. The Borrower will 
not, and will not permit any Subsidiary to, enter into or be a party to any 
transaction or arrangement, including, without limitation, the purchase, 
sale, lease or exchange of property or the rendering of any service, with any 
Related Party, except in the ordinary course of and pursuant to the 
reasonable requirements of the Borrower's or the applicable Subsidiary's 
business and upon fair and reasonable terms no less favorable to the Borrower 
or such Subsidiary than would obtain in a comparable arm's-length transaction 
with a Person not a Related Party.

         Section 9.12 FISCAL YEAR. The Borrower will not change the ending 
date of its fiscal year from December 31.

         Section 9.13 MINIMUM CONSOLIDATED NET WORTH. The Borrower will not 
permit its Consolidated Net Worth at any time to be less than the sum of (i) 
$250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated 
Net Income of the Borrower (with any consolidated net loss during any fiscal 
quarter counting as zero) for each fiscal quarter of the Borrower commencing 
with the fiscal quarter of the Borrower ending June 30, 1997.

          Section 9.14 MINIMUM NET CAPITAL REQUIRED FOR DAIN RAUSCHER 
INCORPORATED. The Borrower will not permit the Net Capital of Dain Rauscher 
Incorporated at any time to be less than the greater of (i) $70,000,000, or 
(ii) seven percent (7%) of the Aggregate Debit Items of Dain Rauscher 
Incorporated.

          Section 9.15 WAH SUBORDINATED DEBENTURES. Except as currently 
provided in the WAH Subordinated Debentures, the Borrower will not prepay the 
WAH Subordinated Debentures and will not amend, alter or otherwise change in 
any way any of the provisions of the WAH Subordinated Debentures.

                    ARTICLE X EVENTS OF DEFAULT AND REMEDIES

         Section 10.1 EVENTS OF DEFAULT. The occurrence of any one or more of 
the following events shall constitute an Event of Default:

         (a)   The Borrower shall fail to make when due, whether by acceleration
         or otherwise, any payment of principal on any of the Notes, any Letter
         of Credit Obligation or any fee or other amount required to be made to
         the Banks pursuant to the Loan Documents;

         (b)   Any representation or warranty made or deemed to have been made 
         by or on behalf of the Borrower or any Subsidiary by any of the Loan
         Documents or by or on behalf of the Borrower or any Subsidiary in any
         certificate, statement, report or other 

                                      -36-
<PAGE>

         writing furnished by or on behalf of the Borrower to the Banks 
         pursuant to the Loan Documents shall prove to have been false or 
         misleading in any material respect on the date as of which the facts 
         set forth are stated or certified or deemed to have been stated or 
         certified;

         (c)  The Borrower shall fail to comply with SECTION 8.2 or SECTION 8.11
         hereof or any Section of ARTICLE IX hereof other than SECTION 9.14, or
         (ii) shall fail to comply with SECTION 9.14 hereof and such failure
         shall continue unremedied until the earlier to occur of (A) five (5)
         Business Days after the date on which either the principal financial
         officer or the principal accounting officer of the Borrower becomes
         aware of such failure, or (B) twenty-one (21) calendar days after the
         date on which the Borrower failed to be in compliance with SECTION
         9.14;

         (d)  The Borrower shall fail to comply with any agreement, covenant,
         condition, provision or term contained in the Loan Documents (and such
         failure shall not constitute an Event of Default under any of the other
         provisions of this SECTION 10.1) and such failure to comply shall
         continue for 30 calendar days after notice thereof to the Borrower;

         (e)  The Borrower or any Subsidiary shall become insolvent or shall
         generally not pay its debts as they mature or shall apply for, shall
         consent to, or shall acquiesce in the appointment of a custodian,
         trustee or receiver of the Borrower or such Subsidiary or for a
         substantial part of the property thereof or, in the absence of such
         application, consent or acquiescence, a custodian, trustee or receiver
         shall be appointed for the Borrower or a Subsidiary or for a
         substantial part of the property thereof and shall not be discharged
         within 30 days;

         (f)  Any bankruptcy, reorganization, debt arrangement or other
         proceedings under any bankruptcy or insolvency law shall be instituted
         by or against the Borrower or a Subsidiary;

         (g)  Any dissolution or liquidation proceeding shall be instituted by 
         or against the Borrower or a Material Subsidiary, or the Borrower or 
         any Material Subsidiary shall take any corporate action to approve 
         institution of, or acquiescence in, such a proceeding;

         (h)  A judgment or judgments for the payment of money in excess of the
         sum of $10,000,000 in the aggregate shall be rendered against the
         Borrower and/or its Subsidiaries and the Borrower or such Subsidiary
         shall not discharge the same or provide for its discharge in accordance
         with its terms, or procure a stay of execution thereof, prior to any
         execution on such judgments by such judgment creditor, within 30 days
         from the date of entry thereof, and within said period of 30 days, or
         such longer period during which execution of such judgment shall be
         stayed, appeal therefrom and cause the execution thereof to be stayed
         during such appeal;

         (i)  The institution by the Borrower or any ERISA Affiliate of steps to
         terminate any Plan if in order to effectuate such termination, the
         Borrower or any ERISA Affiliate would be required to make a
         contribution to such Plan or would incur a liability or obligation to
         such Plan in excess of $5,000,000, or the institution by the PBGC of
         steps to terminate any Plan;

                                      -37-
<PAGE>

         (j)  Indebtedness of the Borrower (other than Indebtedness under this
         Agreement) and/or a Subsidiary in an aggregate amount of $5,000,000 or
         more shall be accelerated, or the Borrower and/or a Subsidiary shall
         fail to pay any such Indebtedness in an aggregate amount of $5,000,000
         or more when due (or, in case any such Indebtedness is payable on
         demand, when demanded), or any event shall occur or condition shall
         exist and shall continue for more than the period of grace, if any,
         applicable thereto and shall have the effect of causing, or permitting
         (any required notice having been given and grace period having expired)
         the holder of any such Indebtedness in an aggregate amount of
         $5,000,000 or more or any trustee or other Person acting on behalf of
         such holder to cause, such Indebtedness in an aggregate amount of
         $5,000,000 or more to become due prior to its stated maturity or to
         realize upon any collateral given as security therefor; or

         (k)  The New York Stock Exchange, Inc., any other national securities
         exchange of which a Material Subsidiary is a member or on which such
         Material Subsidiary has qualified for privileges or the National
         Association of Securities Dealers, Inc. shall make a decision or enter
         an order that (i) suspends such Material Subsidiary, or (ii) revokes
         such Material Subsidiary's membership or privileges, or (iii) takes any
         other action which will materially adversely affect the operations of
         such Material Subsidiary; or

         (l)  The Securities and Exchange Commission shall enter an order that
         (i) suspends or revokes the registration of any Material Subsidiary as
         a broker or as a dealer or both, (ii) suspends any Material Subsidiary
         as a member of a national securities association or national securities
         exchange, (iii) expels any Material Subsidiary as a member of a
         national securities association or a national securities exchange, or
         (iv) takes any other action which will materially adversely affect the
         operations of any Material Subsidiary; or

         (m)  The Securities Investor Protection Corporation shall make an
         application for a decree adjudicating that customers of any Subsidiary
         are in need of protection under the Securities Investor Protection Act
         of 1970; or

         (n)  Any Person, or group of Persons acting in concert, shall own or
         shall have acquired more than thirty percent (30%) of the shares of any
         voting class of stock of the Borrower; or

         (o)  A Default, Event of Acceleration or Event of Default (each as
         defined therein) shall occur under the Dain Rauscher Incorporated
         Credit Agreement.

         Section 10.2 REMEDIES. If (a) any Event of Default described in 
SECTIONS 10.1(e), (f) or (g) shall occur with respect to the Borrower, the 
Commitments shall automatically terminate and the outstanding unpaid 
principal balance of the Notes, the accrued interest thereon and all other 
obligations of the Borrower to the Banks and the Agent under the Loan 
Documents shall automatically become immediately due and payable; or (b) any 
other Event of Default shall occur and be continuing, then the Agent may take 
any or all of the following actions (and shall take any or all of the 
following actions on direction of the Required Banks): (i) declare the 
Commitments terminated, whereupon the Commitments shall terminate, (ii) 
declare that the outstanding unpaid principal balance of the Notes, the 
accrued and unpaid interest thereon and 

                                      -38-

<PAGE>

all other obligations of the Borrower to the Banks and the Agent under the 
Loan Documents to be forthwith due and payable, whereupon the Notes, all 
accrued and unpaid interest thereon and all such obligations shall 
immediately become due and payable, in each case without demand or notice of 
any kind, all of which are hereby expressly waived, anything in this 
Agreement, the Notes or the other Loan Documents to the contrary 
notwithstanding, (iii) exercise all rights and remedies under the Loan 
Documents and under any other instrument, document or agreement between the 
Borrower and the Agent or the Banks, and (iv) enforce all rights and remedies 
available under any applicable law.

         Section 10.3 LETTERS OF CREDIT. In addition to the foregoing 
remedies, if any Event of Default described in SECTION 10.1(e), (f) or (g) 
shall have occurred, or if any other Event of Default shall have occurred and 
the Agent shall have declared that the principal balance of the Notes is due 
and payable, the Borrower shall pay to the Agent an amount equal to all 
Letter of Credit Obligations. Such payment shall be in immediately available 
funds or in similar cash collateral acceptable to the Agent and shall be 
pledged to the Agent for the ratable benefit of the Banks. Such amount shall 
be held by the Agent in a cash collateral account until the outstanding 
Letters of Credit are terminated without payment or are paid and the Letter 
of Credit Obligations with respect thereto are payable. In the event the 
Borrower defaults in the payment of any Letter of Credit Obligations, the 
proceeds of the cash collateral account shall be applied to the payment 
thereof. The Borrower acknowledges and agrees that the Banks would not have 
an adequate remedy at law for failure by the Borrower to pay immediately to 
the Agent the amount provided under this Section, and that the Agent shall, 
on behalf of the Banks, have the right to require the Borrower to perform 
specifically such undertaking whether or not any of the Letter of Credit 
Obligations are due and payable. Upon the failure of the Borrower to make any 
payment required under this Section, the Agent, on behalf of the Banks, may 
proceed to use all remedies available at law or equity to enforce the 
obligation of the Borrower to pay or reimburse the Agent. The balance of any 
payment due under this Section shall bear interest payable on demand until 
paid in full at a per annum rate equal to the Reference Rate plus three 
percent (3.00%).

         Section 10.4 OFFSET. In addition to the remedies set forth in 
SECTIONS 10.2 AND 10.3, upon the occurrence of any Event of Default or at any 
time thereafter while such Event of Default continues, each Bank or any other 
holder of any Note may offset any and all balances, credits, deposits 
(general or special, time or demand, provisional or final), accounts or 
monies of the Borrower then or thereafter with such Bank or such other 
holder, or any obligations of such Bank or such other holder of the Note, 
against the Indebtedness then owed by the Borrower to such Bank.



                              ARTICLE XI THE AGENT

         Section 11.1 APPOINTMENT AND GRANT OF AUTHORITY. Each Bank hereby 
appoints the Agent, and the Agent hereby agrees to act, as agent under this 
Agreement. The Agent shall have and may exercise such powers under this 
Agreement as are specifically delegated to the Agent by the terms hereof, 
together with such other powers as are reasonably incidental thereto. Each 
Bank hereby authorizes, consents to, and directs the Borrower to deal with 
the Agent as the true and lawful agent of such Bank to the extent set forth 
herein.

                                      -39-

<PAGE>

         Section 11.2 NON RELIANCE ON AGENT. Each Bank agrees that it has, 
independently and without reliance on the Agent or any other Bank, and based 
on such documents and information as it has deemed appropriate, made its own 
credit analysis of the Borrower and decision to enter into this Agreement and 
that it will, independently and without reliance upon the Agent, and based on 
such documents and information as it shall deem appropriate at the time, 
continue to make its own analysis and decisions in taking or not taking 
action under this Agreement. The Agent shall not be required to keep informed 
as to the performance or observance by the Borrower of this Agreement and the 
Loan Documents or to inspect the properties or books of the Borrower. Except 
for notices, reports and other documents and information expressly required 
to be furnished to the Banks by the Agent hereunder, the Agent shall not have 
any duty or responsibility to provide any Bank with any credit or other 
information concerning the affairs, financial condition or business of the 
Borrower (or any of its related companies) which may come into the Agent's 
possession.

         Section 11.3  RESPONSIBILITY OF THE AGENT AND OTHER MATTERS.

         (a)  The Agent shall have no duties or responsibilities except those
         expressly set forth in this Agreement and those duties and liabilities
         shall be subject to the limitations and qualifications set forth in
         this Section. The duties of the Agent shall be mechanical and
         administrative in nature.

         (b)  Neither the Agent nor any of its directors, officers or employees
         shall be liable for any action taken or omitted (whether or not such
         action taken or omitted is within or without the Agent's
         responsibilities and duties expressly set forth in this Agreement)
         under or in connection with this Agreement, or any other instrument or
         document in connection herewith, except for gross negligence or willful
         misconduct. Without limiting the foregoing, neither the Agent nor any
         of its directors, officers or employees shall be responsible for, or
         have any duty to examine:

              (i)   the genuineness, execution, validity, effectiveness,
              enforceability, value or sufficiency of (a) this Agreement, the
              Notes or the other Loan Documents, or (b) any document or
              instrument furnished pursuant to or in connection with this
              Agreement, the Notes or the other Loan Documents,

              (ii)  the collectibility of any amounts owed by the Borrower,

              (iii) any recitals or statements or representations or warranties
              in connection with this Agreement, the Notes or the other Loan
              Documents,

              (iv)  any failure of any party to this Agreement to receive any
              communication sent, or

              (v)   the assets, liabilities, financial condition, results of
              operations, business or creditworthiness of the Borrower.

         (c)  The Agent shall be entitled to act, and shall be fully protected 
         in acting upon, any communication in whatever form believed by the 
         Agent in good faith to be genuine and correct and to have been signed 
         or sent or made by a proper Person. The Agent may 

                                      -40-
<PAGE>

         consult counsel and shall be entitled to act, and shall be fully 
         protected in any action taken in good faith, in accordance with 
         advice given by counsel. The Agent may employ agents and 
         attorneys-in-fact and shall not be liable for the default or 
         misconduct of any such agents or attorneys-in-fact selected by the 
         Agent with reasonable care. The Agent shall not be bound to 
         ascertain or inquire as to the performance or observance of any of 
         the terms, provisions or conditions of this Agreement, the Notes or 
         the other Loan Documents on the Borrower's part.

         Section 11.4 ACTION ON INSTRUCTIONS. The Agent shall be entitled to 
act or refrain from acting, and in all cases shall be fully protected in 
acting or refraining from acting under this Agreement, the Notes or the other 
Loan Documents or any other instrument or document in connection herewith or 
therewith in accordance with instructions in writing from (i) the Required 
Banks except for instructions which under the express provisions hereof must 
be received by the Agent from all the Banks, and (ii) in the case of such 
instructions which under the express provisions hereof must be received by 
the Agent from all of the Banks, from all of the Banks.

         Section 11.5 INDEMNIFICATION. To the extent the Borrower does not 
reimburse and save the Agent harmless according to the terms hereof for and 
from all costs, expenses and disbursements in connection herewith or with the 
other Loan Documents, such costs, expenses and disbursements to the extent 
reasonable shall be borne by the Banks ratably in accordance with their 
Percentages and the Banks hereby agree on such basis (a) to reimburse the 
Agent for all such reasonable costs, expenses and disbursements on request of 
the Agent and (b) to indemnify and save harmless the Agent against and from 
any and all losses, obligations, penalties, actions, judgments and suits and 
other reasonable costs, expenses and disbursements of any kind or nature 
whatsoever which may be imposed on, incurred by or asserted against the 
Agent, other than as a consequence of actual gross negligence or willful 
misconduct on the part of the Agent, arising out of or in connection with 
this Agreement, the Notes or the other Loan Documents or any instrument or 
document in connection herewith or therewith, or any request of the Banks, 
including without limitation the reasonable costs, expenses and disbursements 
in connection with defending itself against any claim or liability, or 
answering any subpoena, related to the exercise or performance of any of its 
powers or duties under this Agreement, the Notes or the other Loan Documents 
or the taking of or refraining from taking any action under or in connection 
with this Agreement, the Notes or the other Loan Documents.

          Section 11.6 U.S. BANK AND AFFILIATES. With respect to U.S. Bank's 
Commitment and any Loans by U.S. Bank under this Agreement and any Note and 
any interest of U.S. Bank in any Note, U.S. Bank shall have the same rights, 
powers and duties under this Agreement and any such Note as any other Bank 
and may exercise the same as though it were not the Agent. U.S. Bank and its 
affiliates may accept deposits from, lend money to, and generally engage, and 
continue to engage, in any kind of business with the Borrower as if U.S. Bank 
were not the Agent.

         Section 11.7 NOTICE TO HOLDER OF NOTES. The Agent may deem and treat 
the payees of the Notes as the owners thereof for all purposes unless the 
Agent shall have given its consent to the assignment thereof in accordance 
with the provisions of SECTION 12.3. Any request, authority or consent of any 
holder of any Note shall be conclusive and binding on any subsequent holder, 
transferee or assignee of such Note.

                                      -41-
<PAGE>

         Section 11.8 SUCCESSOR AGENT. The Agent may resign at any time by 
giving at least 30 days written notice thereof to the Banks and the Borrower. 
Upon any such resignation, the Borrower shall have the right to appoint a 
successor Agent from among the Banks, subject to such selected Bank being 
willing to accept such appointment; provided, however, if a Default or Event 
of Default shall exist such successor Agent shall be selected solely by the 
Required Banks and such successor Agent need not be approved by the Borrower. 
If no successor Agent shall have been appointed in accordance with the 
preceding sentence and shall have accepted such appointment within 30 days 
after the retiring Agent's giving notice of resignation, then the retiring 
Agent may, but shall not be required to, on behalf of the Banks, appoint a 
successor Agent and such successor Agent need not be approved by the Borrower.

                            ARTICLE XII MISCELLANEOUS

         Section 12.1 NO WAIVER AND AMENDMENT. No failure on the part of the 
Agent, the Banks or the holders of the Notes to exercise and no delay in 
exercising any power or right hereunder or under any other Loan Document 
shall operate as a waiver thereof; nor shall any single or partial exercise 
of any power or right preclude any other or further exercise thereof or the 
exercise of any other power or right. The remedies herein and in any other 
instrument, document or agreement delivered or to be delivered to the Agent 
and/or the Banks hereunder or in connection herewith are cumulative and not 
exclusive of any remedies provided by law. No notice to or demand on the 
Borrower not required hereunder or under the other Loan Documents shall in 
any event entitle the Borrower to any other or further notice or demand in 
similar or other circumstances or constitute a waiver of the right of the 
Agent, the Banks or the holders of the Notes to any other or further action 
in any circumstances without notice or demand.

         Section 12.2 AMENDMENTS, ETC. No amendment or waiver of any 
provision of this Agreement, nor consent to any departure by the Borrower 
therefrom, shall in any event be effective unless the same shall be in 
writing and signed by the Borrower and the Agent upon direction of the 
Required Banks and then such waiver or consent shall be effective only in the 
specific instance and for the specific purpose for which given; PROVIDED, 
HOWEVER, that no amendment, waiver or consent shall, unless agreed to by the 
Agent and all of the Banks:

         (a)  increase the amounts of or extend the terms of the Commitments or
         subject the Banks to any additional obligations;

         (b)  reduce the principal of, or interest (including the rate of
         interest) on, the Notes or any fees or other amounts payable hereunder;

         (c)  change the requirement that payments of principal of, and interest
         on, the Revolving Notes or Term Notes, as applicable, be made pro rata
         to the Banks on the basis of the outstanding principal amount of the
         Revolving Loans or Term Loans, as applicable;

         (d)  postpone any date fixed for any payment of principal of, or
         interest on, the Notes or any fees or other amounts payable hereunder;

                                      -42-
<PAGE>

         (e)  change the definition of Required Banks or amend this SECTION 
         12.2;

PROVIDED, FURTHER that amendments, waivers or consents affecting the rights 
of the Agent shall also require the consent of the Agent.

         Section 12.3  ASSIGNMENTS.

         (a) ASSIGNMENTS. Each Bank shall have the right, subject to the further
         provisions of this SECTIONS 12.3, to sell or assign all or any part of
         its Commitments, Loans, Letter of Credit Obligations, Notes, and other
         rights and obligations under this Agreement and the other Loan
         Documents (such transfer, an "Assignment") to any commercial lender,
         other financial institution or other entity (an "Assignee"). Upon such
         Assignment becoming effective as provided in SECTION 12.3(b), the
         assigning Bank shall be relieved from the portion of its Commitment,
         its Swing Line Participation Amount, its Letter of Credit Participation
         Amount, its obligations to indemnify the Agent and its other
         obligations hereunder to the extent assumed and undertaken by the
         Assignee, and to such extent the Assignee shall have assumed such
         portion of the assigning Bank's Commitment, its Swing Line
         Participation Amount, its Letter of Credit Participation Amount and
         such other obligations hereunder and the Assignee shall have the rights
         of a "Bank" hereunder. Notwithstanding the foregoing, unless otherwise
         consented to by the Borrower and the Agent, each Assignment shall be in
         an amount not less than (i) the entire amount of the assigning Bank's
         Commitment and related rights and obligations, or (ii) $10,000,000 of
         the assigning Bank's Commitment and related rights and obligations
         hereunder, or an integral multiple of $1,000,000 if above such amount.
         Each Assignment shall be documented by an agreement among the assigning
         Bank, the Assignee, the Agent, and so long as no Default or Event of
         Default exists, the Borrower (an "Assignment and Assumption Agreement")
         in form and substance satisfactory to the Agent.

         (b) EFFECTIVENESS OF ASSIGNMENTS. An Assignment shall become effective
         hereunder when all of the following conditions precedent shall have
         occurred: (i) the Agent shall have given its written consent to such
         Assignment evidenced by the Agent's execution of the applicable
         Assignment and Assumption Agreement, (ii) so long as no Default or
         Event of Default exists, the Borrower shall have given its written
         consent to such Assignment evidenced by the Borrower's execution of the
         applicable Assignment and Assumption Agreement, unless the Assignee is
         already a Bank under this Agreement in which case no consent is
         required from the Borrower, (iii) either the assigning Bank or the
         Assignee shall have paid a processing fee of $3,500 to the Agent for
         the Agent's own account, (iv) the Assignee shall have submitted to the
         Agent the Assignment and Assumption Agreement, in which the Assignee
         shall have agreed in writing to have irrevocably assumed and undertaken
         the transferred portion of the assigning Bank's obligations hereunder
         (including, without limitation, the transferred portion of the Swing
         Line Participation Amount, the Letter of Credit Participation Amount
         and the obligations to indemnify the Agent hereunder), with a copy for
         the Borrower, and shall have provided to the Agent information the
         Agent shall have reasonably requested to make payments to the Assignee,
         and (v) the assigning Bank, the Assignee and the Agent shall have
         agreed upon a date upon which the Assignment shall become effective.
         Upon the Assignment becoming effective, (A) the Agent and the Borrower
         shall make appropriate arrangements so that new Notes are issued to the
         assigning Bank and the Assignee; 

                                      -43-
<PAGE>

         and (B) the Agent shall forward all payments of interest, principal, 
         fees and other amounts that would have been made to the assigning 
         Bank, in proportion to the percentage of the assigning Bank's rights 
         transferred, to the Assignee.

         (c) TAX MATTERS. No Bank shall be permitted to enter into any
         Assignment with any Assignee who is not a United States Person unless
         such Assignee represents and warrants to such Bank that, as at the date
         of such Assignment, it is entitled to receive interest payments without
         withholding or deduction of any taxes and such Assignee executes and
         delivers to such Bank on or before the date of execution and delivery
         of documentation of such Assignment, a United States Internal Revenue
         Service Form 1001 or 4224, or any successor to either of such forms, as
         appropriate, properly completed an claiming complete exemption from
         withholding and deduction of all Federal Income Taxes. A "United States
         Person" means any citizen, national or resident of the United States,
         any corporation or other entity created or organized in or under the
         laws of the United States or any political subdivision hereof or any
         estate or trust, in each case that is not subject to withholding of
         United States Federal income taxes or other taxes on payment of
         interest, principal of fees hereunder.

         (d) INFORMATION. Each Bank may provide to any Assignee or to any
         prospective Assignee copies of all Loan Documents and any and all
         financial information in such Bank's possession concerning the
         Borrowers and its Subsidiaries which has been delivered to such Bank by
         or on behalf of the Borrower pursuant to this Agreement or which has
         been delivered to such Bank by or on behalf of the Borrower in
         connection with such Bank's credit evaluation of the Borrower prior to
         entering into this Agreement.

         (e) FEDERAL RESERVE BANK. Nothing herein stated shall limit the right
         of any Bank to assign any of its interest herein, in any Note and in
         the other Loan Documents to a Federal Reserve Bank.

          Section 12.4 COSTS, EXPENSES AND TAXES; INDEMNIFICATION. The 
Borrower agrees, whether or not any Loan is made hereunder or any Letter of 
Credit is issued hereunder, to pay on demand the following out-of-pocket 
costs and expenses incurred in connection with the following matters: (i) all 
out-of-pocket costs and expenses of the Agent (including the reasonable fees 
and expenses of outside counsel to the Agent) in connection with the 
preparation, execution and delivery of the Loan Documents and the 
preparation, negotiation and execution of any and all amendments to each 
thereof and (ii) all out-of-pocket costs and expenses of the Agent and each 
of the Banks in connection with the enforcement of the Loan Documents. The 
Borrower agrees to pay, and save the Banks harmless from all liability for, 
any stamp or other taxes which may be payable with respect to the execution 
or delivery of the Loan Documents. The Borrower agrees to defend, protect, 
indemnify, and hold harmless the Agent and each and all of the Banks, each of 
their respective affiliates and each of the respective officers, directors, 
employees and agents of each of the foregoing (each an "Indemnified Person" 
and collectively, the "Indemnified Persons") from and against any and all 
liabilities, obligations, losses, damages, penalties, actions, judgments, 
suits, claims, costs, expenses and disbursements of any kind or nature 
whatsoever, including, without limitation, the fees and disbursements of 
counsel to such Indemnified Persons, in any manner relating to or arising out 
of or in connection with the making of loans under this Agreement or under 
the Dain Rauscher Incorporated Credit Agreement, this Agreement, the Dain 
Rauscher Incorporated Credit 

                                      -44-
<PAGE>

Agreement or the WAH Acquisition; provided, however, that the Borrower shall 
have no obligation to an Indemnified Person with respect to any of the 
foregoing to the extent resulting from the gross negligence or willful 
misconduct of such Indemnified Person or arising solely from claims between 
one such Indemnified Person and another such Indemnified Person.

         Section 12.5 NOTICES. Except when telephonic notice is expressly 
authorized by this Agreement, any notice or other communication to any party 
in connection with this Agreement shall be in writing and shall be sent by 
manual delivery, telegram, telex, facsimile transmission, overnight courier 
or United States mail (postage prepaid) addressed to such party at the 
address specified on the signature page hereof, or at such other address as 
such party shall have specified to the other party hereto in writing. All 
periods of notice shall be measured from the date of delivery thereof if 
manually delivered, from the date of sending thereof if sent by telegram, 
telex or facsimile transmission, from the first (1st) Business Day after the 
date of sending if sent by overnight courier, or from four (4) days after the 
date of mailing if mailed; PROVIDED, HOWEVER, that any notice to the Agent 
under ARTICLE II hereof shall be deemed to have been given only when received 
by the Agent.

         Section 12.6 SUCCESSORS. This Agreement shall be binding upon the 
Borrower, the Banks and the Agent and their respective successors and 
assigns, and shall inure to the benefit of the Borrower, the Banks and the 
Agent and the successors and assigns of the Banks. The Borrower shall not 
assign its rights or duties hereunder without the written consent of the 
Banks.

         Section 12.7 SEVERABILITY. Any provision of the Agreement which is 
prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof or 
affecting the validity or enforceability of such provision in any other 
jurisdiction.

         Section 12.8 SUBSIDIARY REFERENCES. The provisions of this Agreement 
relating to Subsidiaries shall apply only during such times as the Borrower 
has one or more Subsidiaries.

         Section 12.9 CAPTIONS. The captions or headings herein and any table 
of contents hereto are for convenience only and in no way define, limit or 
describe the scope or intent of any provision of this Agreement.

         Section 12.10 ENTIRE AGREEMENT. The Loan Documents embody the entire 
agreement and understanding between the Borrower, the Banks and the Agent 
with respect to the subject matter hereof and thereof. This Agreement 
supersedes all prior agreements and understandings relating to the subject 
matter hereof.

         Section 12.11 COUNTERPARTS. This Agreement may be executed in any 
number of counterparts, all of which taken together shall constitute one and 
the same instrument, and any of the parties hereto may execute this Agreement 
by signing any such counterpart.

         Section 12.12 CONFIDENTIALITY OF INFORMATION. The Agent and each 
Bank shall use reasonable efforts to assure that information about the 
Borrower and its Subsidiaries and their operations, affairs and financial 
condition, not generally disclosed to the public or to trade and other 
creditors, which is furnished to the Agent or such Bank pursuant to the 
provisions hereof is used only for the purposes of this Agreement and any 
other relationship between any Bank and 

                                      -45-
<PAGE>

the Borrower and shall not be divulged to any Person other than the
Banks, their affiliates and their respective officers, directors, employees and
agents, except: (a) to their attorneys and accountants, (b) in connection with
the enforcement of the rights of the Banks hereunder and under the other Loan
Documents or otherwise in connection with applicable litigation, (c) in
connection with assignments and the solicitation of prospective assignees
referred to in SECTION 12.3, provided that the disclosing Bank complies with
SECTION 9.6(d) and (d) as may otherwise be required or requested by any
regulatory authority having jurisdiction over any Bank or by any applicable law,
rule, regulation or judicial process, in the opinion of such Bank's counsel,
such opinion concerning the making of such disclosure to be binding on the
parties hereto. No Bank shall incur any liability to the Borrower by reason of
any disclosure expressly permitted by this SECTION 12.12.

         Section 12.13 GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS
OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

         Section 12.14 CONSENT TO JURISDICTION. AT THE OPTION OF THE BANKS, THIS
AGREEMENT AND THE NOTES MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE
COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS
TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY
ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT,
THE BANKS AT THEIR OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE
OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

         Section 12.15 WAIVER OF JURY TRIAL. THE BORROWER WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a)
UNDER THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR (b) ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          Section 12.16 RESTATEMENT OF ORIGINAL CREDIT AGREEMENT. This Agreement
constitutes an amendment to, and a complete restatement of, the Original Credit
Agreement.

          Section 12.17 SURVIVAL OF CERTAIN PROVISIONS OF THIS AGREEMENT. In
consideration of the Agent's and the Banks' entering into this Agreement and the
Dain Rauscher Incorporated Credit Agreement, and making the loans and other
credit accommodations available thereunder, the Borrower hereby irrevocably
agrees as follows: (i) the Borrower's covenant under SECTION 9.8 of this
Agreement shall survive until the last to occur of (a) the payment in full of
all obligations of the Borrower to the Agent and/or the Banks under this
Agreement, (b) the termination of the

                                       -46-
<PAGE>

Commitment of the Banks to make loans and to issue letters of credit for the 
account of the Borrower under this Agreement, and (c) the payment in full of 
all obligations of Dain Rauscher Incorporated to the Agent and/or the Banks 
under the Dain Rauscher Incorporated Credit Agreement, and (ii) the 
Borrower's covenants and obligations under SECTION 12.4 of this Agreement 
shall survive forever notwithstanding the repayment in full of all 
obligations of the Borrower to the Agent and/or or the Banks under this 
Agreement, the termination of the Commitment of the Banks to make loans and 
to issue letters of credit for the account of the Borrower under this 
Agreement and the payment in full of all obligations of Dain Rauscher 
Incorporated to the Agent and/or the Banks under the Dain Rauscher 
Incorporated Credit Agreement. The Borrower specifically acknowledges and 
agrees that the Borrower's violation of its covenants under SECTION 9.8 of 
this Agreement will harm the Agent and the Banks to such an extent that 
monetary damages alone would be an inadequate remedy. Therefore, in the event 
of any violation by the Borrower of its covenants under SECTION 9.8 of this 
Agreement, the Agent and the Banks (in addition to all other remedies which 
the Agent and/or the Banks may have by law or agreement) shall be entitled to 
a temporary restraining order, injunction and other equitable relief (without 
posting any bond or other security) restraining the Borrower from committing 
or continuing such violation. If any provision or application of this SECTION 
12.17 is held unlawful or unenforceable in any respect, this SECTION 12.17 
shall be revised or applied in a manner that renders it lawful and 
enforceable to the fullest extent possible.

                                       -47-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above.

                            DAIN RAUSCHER CORPORATION


                            By /s/ John C. Appel
                               Title Vice Chairman and CFO

                            Dain Rauscher Plaza
                            60 South Sixth Street
                            Minneapolis, Minnesota  55402-4422
                            Attention:  Daniel Marcotte
                            Fax:  (612) 371-7951


Commitment:                 U.S. BANK NATIONAL ASSOCIATION,
$15,000,000                 as Agent and a Bank

Percentage:  30%
                            By /s/ Jose Peris
                               Title: Senior Vice President

                            601 2nd Avenue South
                            Minneapolis, Minnesota  55402-4302
                            Attention:  Vice President, Financial Services
                                          Division
                            Fax:  (612) 973-0832


Commitment:                 NORWEST BANK MINNESOTA,
$15,000,000                 NATIONAL ASSOCIATION

Percentage:  30%
                            By: /s/ Edward J. Meyer
                                Title: Vice President

                            Sixth Street and Marquette Avenue
                            Minneapolis, Minnesota  55479-0105
                            Attention:  Vice President, Financial
                                          Institutions Division
                            Fax:  (612) 667-7251

                          SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>


Commitment:                 THE CHASE MANHATTAN BANK
$15,000,000

Percentage:  30%            By: /s/ Diane M. Leslie
                                Title: Managing Director

                            Broker-Dealer Division
                            21st Floor
                            One Chase Manhattan Plaza
                            New York, New York 10081
                            Attention:  Diane Leslie
                            Fax:  (212) 552-5287


Commitment:                 THE BANK OF NEW YORK
$5,000,000

Percentage:  10%            By: /s/ Andrew Demko
                                Title: Vice President

                            One Wall Street
                            First Floor
                            New York, New York 10286
                            Attention: Joe Ciacciarelli
                            Fax: (212) 809-9375



                          SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>



                          EXHIBITS

   Exhibit   Contents

    A-1      Form of Revolving Note

    A-2      Form of Swing Line Note

    A-3      Form of Term Note

     B       Litigation (Section 7.6)

     C       Contingent Liabilities (Section 7.6)

     D       Existing Liens (Sections 7.11 and 9.10)

     E       Subsidiaries Directly Owned by Borrower (Section 7.16)

     F       Form of Compliance Certificate

     G       Form of Request for Extension of Termination Date

     H       Form of Response for Request for Extension of Termination Date

<PAGE>

                                                                EXHIBIT A-1 TO
                                                              CREDIT AGREEMENT

                              REVOLVING NOTE

$[Commitment]                                           Minneapolis, Minnesota
                                                                March 20, 1998

         FOR VALUE RECEIVED, the undersigned, DAIN RAUSCHER CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to the order of [BANK]
(the "Bank"), on the Termination Date, or other due date or dates determined
under the Credit Agreement hereinafter referred to, the principal sum of
_______________________________ __________________________________ AND 00/100
DOLLARS ($[Commitment]), or if less, the then aggregate unpaid principal amount
of the Revolving Loans (as such term is defined in the Credit Agreement) as may
be borrowed by the Borrower from the Bank under the Credit Agreement. All
Revolving Loans and all payments of principal shall be recorded by the holder in
its records which records shall be conclusive evidence of the subject matter
thereof, absent manifest error.

         The Borrower further promises to pay to the order of the Bank interest
on the aggregate unpaid principal amount hereof from time to time outstanding
from the date hereof until paid in full at the rates per annum which shall be
determined in accordance with the provisions of the Credit Agreement. Accrued
interest shall be payable on the dates specified in the Credit Agreement.

         All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds at
the office of U.S. Bank National Association, at 601 2nd Ave. S., Minneapolis,
Minnesota 55402-4302, or at such other place as may be designated by the Agent
to the Borrower in writing.

         This Note is a Revolving Note referred to in, and evidences Revolving
Loans incurred by the Borrower to the Bank under, an Amended and Restated Credit
Agreement of even date herewith (herein, as it may be restated, amended,
modified or supplemented from time to time, called the "Credit Agreement") among
the Borrower, the Banks, as defined therein (including the Bank) and U.S. Bank
National Association, as Agent, to which Credit Agreement reference is made for
a statement of the terms and provisions thereof, including those under which the
Borrower is permitted and required to make prepayments and repayments of
principal of such indebtedness and under which such indebtedness may be declared
to be immediately due and payable.

         All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.

         This Note is made under and governed by the internal laws of the State
of Minnesota.

                                       DAIN RAUSCHER CORPORATION


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------

                                   A-1-1
<PAGE>

                                                                  EXHIBIT A-2 TO
                                                                CREDIT AGREEMENT

                                 SWING LINE NOTE

$5,000,000                                                Minneapolis, Minnesota
                                                                  March 20, 1998

         FOR VALUE RECEIVED, the undersigned, DAIN RAUSCHER CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to the order of U.S. BANK
NATIONAL ASSOCIATION (the "Bank"), on the Termination Date, or other due date or
dates determined under the Credit Agreement hereinafter referred to, the
principal sum of FIVE MILLION AND 00/100 DOLLARS ($5,000,000), or if less, the
then aggregate unpaid principal amount of the Swing Line Loans (as such term is
defined in the Credit Agreement) as may be borrowed by the Borrower from the
Bank under the Credit Agreement. All Swing Line Loans and all payments of
principal shall be recorded by the holder in its records which records shall be
conclusive evidence of the subject matter thereof, absent manifest error.

         The Borrower further promises to pay to the order of the Bank interest
on the aggregate unpaid principal amount hereof from time to time outstanding
from the date hereof until paid in full at the rates per annum which shall be
determined in accordance with the provisions of the Credit Agreement. Accrued
interest shall be payable on the dates specified in the Credit Agreement.

         All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds at
the office of U.S. Bank National Association, at 601 2nd Ave. S., Minneapolis,
Minnesota 55402-4302, or at such other place as may be designated by the Agent
to the Borrower in writing.

         This Note is the Swing Line Note referred to in, and evidences the
Swing Line Loans incurred by the Borrower to the Bank under, an Amended and
Restated Credit Agreement of even date herewith (herein, as it may be restated,
amended, modified or supplemented from time to time, called the "Credit
Agreement") among the Borrower, the Banks, as defined therein (including the
Bank) and U.S. Bank National Association, as Agent, to which Credit Agreement
reference is made for a statement of the terms and provisions thereof, including
those under which the Borrower is permitted and required to make prepayments and
repayments of principal of such indebtedness and under which such indebtedness
may be declared to be immediately due and payable.

         All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.

         This Note is made under and governed by the internal laws of the State
of Minnesota.

                                       DAIN RAUSCHER CORPORATION


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------


                                   A-2-1
<PAGE>

                                                                  EXHIBIT A-3 TO
                                                                CREDIT AGREEMENT

                                    TERM NOTE

$[Amount of Term Loan]                                    Minneapolis, Minnesota
                                                          _______________, ____

         FOR VALUE RECEIVED, the undersigned, DAIN RAUSCHER CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to the order of [BANK]
(the "Bank"), on _______________, ____, or other due date or dates determined
under the Credit Agreement hereinafter referred to, the principal sum of
_______________________________ __________________________________ AND 00/100
DOLLARS ($Term Loan Amount). All payments of principal under this Note shall be
recorded by the holder in its records which records shall be conclusive evidence
of the subject matter thereof, absent manifest error.

         The principal balance hereof shall be payable in seven (7) equal
quarterly installments of $____________ each, commencing on the last day of
_______________, ____, and continuing on the last day of each December, March,
June and September thereafter until _______________, _____ (the "Term Loan
Maturity Date"), when the entire remaining principal balance hereof shall be due
and payable.

         The Borrower further promises to pay to the order of the Bank interest
on the aggregate unpaid principal amount hereof from time to time outstanding
from the date hereof until paid in full at the rates per annum which shall be
determined in accordance with the provisions of the Credit Agreement. Accrued
interest shall be payable on the dates specified in the Credit Agreement.

         All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds at
the office of U.S. Bank National Association, at 601 2nd Ave. S., Minneapolis,
Minnesota 55402-4302, or at such other place as may be designated by the Agent
to the Borrower in writing.

         This Note is a Term Note referred to in, and evidences the Term Loan
incurred by the Borrower to the Bank under, an Amended and Restated Credit
Agreement of even date herewith (herein, as it may be restated, amended,
modified or supplemented from time to time, called the "Credit Agreement") among
the Borrower, the Banks, as defined therein (including the Bank) and U.S. Bank
National Association, as Agent, to which Credit Agreement reference is made for
a statement of the terms and provisions thereof, including those under which the
Borrower is permitted and required to make prepayments and repayments of
principal of such indebtedness and under which such indebtedness may be declared
to be immediately due and payable.

         All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.

                                   A-3-1
<PAGE>

         This Note is made under and governed by the internal laws of the State
of Minnesota.

                                       DAIN RAUSCHER CORPORATION


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------


                                   A-3-2
<PAGE>


                                                                    EXHIBIT B TO
                                                                CREDIT AGREEMENT


                            LITIGATION (SECTION 7.6)


                          [To be prepared by Borrower]




                                       B-1
<PAGE>


                                                                    EXHIBIT C TO
                                                                CREDIT AGREEMENT

                      CONTINGENT LIABILITIES (SECTION 7.6)


                                      None




                                       C-1
<PAGE>


                                                                    EXHIBIT D TO
                                                                CREDIT AGREEMENT

                     EXISTING LIENS (SECTIONS 7.11 AND 9.10)


                                      None




                                       D-1
<PAGE>


                                                                   EXHIBIT E TO
                                                               CREDIT AGREEMENT

             SUBSIDIARIES DIRECTLY OWNED BY BORROWER (SECTION 7.16)


                          [To be prepared by Borrower]




                                       E-1
<PAGE>

                                                                    EXHIBIT F TO
                                                                CREDIT AGREEMENT

                         FORM OF COMPLIANCE CERTIFICATE

         In accordance with SECTION 8.1 of the Amended and Restated Credit
Agreement dated as of March 20, 1998 (the "Credit Agreement"), among Dain
Rauscher Corporation (the "Borrower"), the Banks (as defined in the Credit
Agreement) and U.S. Bank National Association, as Agent, attached are the
financial statements of ________________________
________________________________________________ as of and for the month and
year-to-date period ended _______________, ____ (the "Current Financials").

         I certify that the Current Financials have been prepared in accordance
with GAAP applied on a basis consistent with the accounting practices applied in
the annual audit reports referred to in SECTION 8.1(a) of the Credit Agreement.

Defaults and Events of Default (check one):

         / /      I have no knowledge of the occurrence of any Default or Event
                  of Default under the Credit Agreement which has not previously
                  been reported to the Bank and remedied.

         / /      Attached is a detailed description of all Defaults and Events
                  of Default of which I have knowledge and which have not
                  previously been reported to the Banks and remedied.

         For the date and periods covered by the Current Financials, the
Borrower is in compliance with the covenants set forth in SECTIONS 9.8(b),
9.8(c), 9.9(c), 9.9(d), 9.13 AND 9.14 of the Credit Agreement, except as
indicated below. The calculations made to determine compliance are as follows:

<TABLE>
<CAPTION>
COVENANT                   ACTUAL                            REQUIREMENT
--------                   ------                            -----------
<S>                        <C>                               <C>
9.8(b)

9.8(c)

9.9(c)

9.9(d)

9.13

9.14

</TABLE>
                                       DAIN RAUSCHER CORPORATION


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------

                                       Dated:  ____________________, ____

                                       F-1
<PAGE>





                                       F-2
<PAGE>

                                                                    EXHIBIT G TO
                                                                CREDIT AGREEMENT


                FORM OF REQUEST FOR EXTENSION OF TERMINATION DATE


                             ---------------, ----

U.S. Bank National Association, as Agent
601 2nd Avenue South
Minneapolis, Minnesota  55402-4302
Attention:  Vice President, Financial Services Division


         Re:      DAIN RAUSCHER CORPORATION


Dear Madam or Sir:

         We refer to SECTION 2.9 of the Amended and Restated Credit Agreement
dated as of March 20, 1998 among Dain Rauscher Corporation, the Banks (as
defined in the Credit Agreement) and U.S. Bank National Association, as Agent,
and hereby request that the Banks extend the Termination Date (as defined in the
Credit Agreement) for an additional 364 days.

                                       Very truly yours,

                                       DAIN RAUSCHER CORPORATION


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------


                                       G-1
<PAGE>


                                                                    EXHIBIT H TO
                                                                CREDIT AGREEMENT


        FORM OF RESPONSE TO REQUEST FOR EXTENSION OF TERMINATION DATE


                            ---------------, ----


U.S. Bank National Association, as Agent
601 2nd Avenue South
Minneapolis, Minnesota  55402-4302
Attention:  Vice President, Financial Services Division


         Re:      DAIN RAUSCHER CORPORATION


Dear Madam or Sir:

         We refer to the Amended and Restated Credit Agreement dated as of March
20, 1998 (the "Credit Agreement") among Dain Rauscher Corporation (the
"Borrower"), the Banks (as defined in the Credit Agreement") and U.S. Bank
National Association, as Agent, and the request of the Borrower delivered to the
Agent that the Banks extend the Commitment Termination Date (as defined in the
Credit Agreement) for an additional 364 days. [We hereby consent to such 
request] or [We hereby deny such request.]

                                       Very truly yours,

                                       [NAME OF BANK]


                                       By
                                         ---------------------------------------
                                         Title
                                              ----------------------------------

                                       F-2